


Becoming The Enemy

by VelvetJay



Category: RWBY
Genre: Blood and Gore, Monsters, Mutation, Other, Transformation
Language: English
Status: Completed
Published: 2020-04-07
Updated: 2020-09-09
Packaged: 2021-03-02 03:01:26
Rating: Explicit
Warnings: Graphic Depictions Of Violence, No Archive Warnings Apply
Chapters: 5
Words: 23,225
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23528062
Author URL: https://archiveofourown.org/users/VelvetJay/pseuds/VelvetJay
Summary: A dark, horror based RWBY AU inspired by reddit user Kazehh's amazing edits and work. In this series Salem is working to gain the remaining relics after securing the relic of creation from Atlas. She has majors plans for taking over Remnant starting with testing out a new type of Grimm solution that mutates a human or faunus into a Grimm. She starts with her new prisoners Yang and Blake.
Comments: 14
Kudos: 22





	1. Chapter 1

**Author's Note:**

> Link to the inspiring image that this creature of Grimm is based on https://www.reddit.com/r/RWBY/comments/fub7ks/watch_out_everyone_its_the_final_form_of_yorse/

“Blake, Blake! Now’s not the time for a cat nap!” 

Blake moaned, her black cat ears twitching at the familiar voice, “Yang?”

Blake looked across the room to Yang pinned against the wall by a black smoking mass of goo, stretching across her body, restricting her arms and legs. The cat Faunus looked down to see another smaller one holding her against the wall, her amber eyes locking with the glowing red eyes of the goo.

“How… how long was I out?” Blake asked. 

“A couple of hours. You had me worried,” Yang said, a look of concern filling her eyes briefly before being replaced with relief. 

“Where’s Ruby? And Weiss?” Blake asked. 

“No idea, but don’t worry, when we get these creatures off of us we’ll find them,” Yang said, trying to reassure her teammate.

Blake sighed, thinking back.

A Couple of Hours Earlier

“A routine operation. Simple search and rescue,” Blake thought to herself, “How could something like this be simple.”

Blake glanced around the Emerald Forest, the once glistening green leaves and plains of grass were now smouldering, burnt and charred. She remembered flying through these trees during her days at Beacon, slaying an Ursa that was attacking her then future teammate, Yang Xiao-Long, a feisty, fiery blonde. Even now Yang seemed to be the second brightest light next to Ruby’s optimism.

“It’s been three months,” Blake thought, “Three months since Atlas fell.”

Blake shuddered, remembering the screams of the innocent as Atlas was cracked apart by the force of an enormous Grimm whale throwing its weight down onto the surface. Buildings crumbling and collapsing as Grimm filled the sky, invading Mantle.

“Do you guys really think we can win this?” 

Blake looked over at the former heiress of the Schnee Dust Company, Weiss Schnee, her style and manner coming off a little posh in Blake’s opinion, but screamed professional huntress. 

“I mean, we lost Vale, we lost Atlas,” Weiss said, rubbing her left arm nervously. 

The group looked at each other, Ruby put on a brave face, flashing a smile to Weiss. 

“I understand things have been bleak and dark since Professor Ozpin and General Ironwood’s deaths at the hands of Tyrian and Hazel, but we have to keep moving forward, helping who we can. Our main goal right now is to survive,” Ruby explained. 

“And Professor Goodwitch did say Ozpin would be back. Whatever that means,” Yang recalled.

“I still can’t believe Professor Ozpin fell to Salem. Poor Oscar, he didn’t deserve that,” Blake said, a sorrowful look filling her eyes. 

Silence fell amongst the group as they made their way through the forest. Blake peered over at Yang as the blond huntress hooked her left arm under Blake’s right. Yang’s smile and comforting purple eyes, warming Blake’s heart, boosting her courage up a little. 

“How much further until we reach the survivors?” Weiss asked, breaking the silence.

“Should be right up… here,” Ruby began, her voice quivering as they entered a smoking, charred clearing. Ursai, Beowulves, and Nevermores, all creatures the team had faced before. But standing there amongst them was the demon herself, Salem, her black robes flowing behind her. Her glowing red eyes piercing right through Blake’s small bit of courage as she turned to face them, smiling calmly at the group.

“Team RWBY, the thorn in my side,” she said, smoothly, “I’ve been expecting you.”

The team readied their weapons, Ruby gave a small smile, trying to stay strong in front of the person who had been on a mission to conquer the world. She twirled her baby, Crescent Rose, striking a pose as she looked towards Salem’s army, the light reflecting off of her silver eyes. The ground beneath her feet suddenly ruptured, gooey tentacles shot up from the cracks, latching themselves onto Ruby’s eyes. 

“RUBY!” Yang cried, upon hearing her young sister crying out in pain and seeing her drop to her knees. 

Crescent Rose, fell to the dirt and ash behind Ruby as Blake shot forwards, slicing through the tentacles with Gambol Shroud in its cleaver form, one and then the other. Following close behind Blake, Yang desperately tried pulling the sticky substance off her sister’s eyes, yelping in surprise at the heat coming from it. 

“I must thank James for leading me to the Staff of Creation, and reward Neopolitan for gaining the Winter Maiden powers. It truly is magnificent, what these relics can do in the right hands,” Salem said, smiling. 

“It broke through her aura instantly,” Weiss quivered, “That’s impossible.”

“Not when magic is involved Miss Schnee,” Salem remarked. 

“We can’t fight her... We have to go! Now!” Blake ordered, “Yang, get Ruby out of here.”

Yang nodded, helping Ruby up to her feet, not noticing the tentacles expanding over Ruby’s boots. More tentacles slithered out of the ground and wrapped themselves around Yang’s legs. Yang gasped, looking back as she was pulled down to the ground. Blake rushed forwards, aiming to free her teammates as Weiss slowed the tentacles by shooting ice dust towards the writhing mass. 

Salem watched intensely as five tentacles wrapped around Blake’s chest with one of them latching onto Gambol Shroud. Blake sharply tugged and jerked, snapping her weapon free. She drove it through the tentacles, cleaving them off Ruby’s feet.

“Weiss, you need to get her out of here!” Blake shouted, the tentacles wrapping around her arms, sharply pulling Blake backwards. 

Weiss nodded, dragging Ruby away, “I can’t just leave you two!”

“You’ve got no choice, Ruby needs her silver eyes repaired,” Blake cried, feeling the tentacles dragging her feet.

Blake looked at Yang, tentacles were starting to wrap around the young huntress as she fought back, struggling to free herself.

“I agree with Blake,” Yang called, firing a few shots from Ember Celica at the tentacles.

Blake winced, straining, trying to activate her semblance to get free, but if what Weiss had said was true, these tentacles could have broken their auras, even hers. Weiss hoisted Ruby up to her feet, supporting her with her left shoulder as she wielded Myrtenaster in her right, launching fireballs towards Salem and her horde. Hundreds of tentacles erupted out of the ground, creating a wall of darkness between the team. A panicked look crossed Weiss’ face as she hurriedly moved away with Ruby holding onto her, confused and scared. The tentacles grew sharp spikes on their tips as they lashed and whipped towards the fleeing duo.

“Let them flee my pretties,” Salem said, striding between Yang and Blake. 

“You won’t win!” Blake said, fear spreading in her eyes, her voice trembling. 

“Yeah! You may kill us, but you’ll lose in the end,” Yang called. 

Blake shot a look over at Yang, “If these are my last moments on Remnant, I’m glad that I’m next to the woman I love,” she thought

Salem remained silent. Her gaze moving between the two huntresses pinned against the ground. Whilst Yang still wriggled and struggled, Blake simply lay there, staring at Yang. Salem’s lips curled into a sinister smile as she summoned two tentacles. Blake watched, helpless as the tentacle slithered in the air in front of her. The tentacle expanded, shooting towards her face.

“Will I ever see the sunlight again?”

“Did Ruby and Weiss make it back to Haven?”

“Will Ruby be alright?”

“What will become of her and Yang?”

“I fear these questions, burning in my mind will go unanswered,” Blake thought to herself in the moments before losing consciousness.

Present Time 

“Hey, don’t fade on me!” Yang called, seeing Blake’s head lowered. 

Blake’s cat ears twitched as she looked up at Yang, “Sorry, just remembering.”

“Any clue where we are?” Yang asked. 

“Not really. If I had to guess, a lair, a prison,” Blake sighed, looking around at the bleak purple walls and floor before glancing up to the small window in the ceiling, the only thing allowing light into the room. 

An old, black wooden door creaked open and a Seer Grimm floated into the room, Blake gulped. though it looked like a Seer, it was smoking from tube-like tendrils tipped with what Blake thought were bony syringes. 

“You going to torture us, huh!?” Yang shouted at the Grimm, “I’ll die before I rat out the good guys!” 

“Same,” Blake muttered, even now Blake’s heart fluttered at the fiery spirit of Yang. Deep down, she wished she had always been like that, instead of running away and staying quiet. 

“Torture,” came a soothing voice as Salem strolled into the room, “My dears. I don’t mean to torture you. You hold nothing of importance to me. Though, you may help me in another way however.”

She approached Blake, gently stroking down Blake’s left cheek with a pale white hand.

“I assume you like Leech. It’s a marvellous creation, one of my best ones yet. A perfect way to keep your aura levels at zero,” she explained.

“GET AWAY FROM HER!” Yang cried out, straining and grunting, trying to free herself.

Salem looked back towards Yang, before turning back to Blake. She placed her hands on the goo, pressing down until she could feel Blake’s hand, beating like a heart. Her blood pulsing hard through her veins. 

“Are you… scared?” Salem asked, “You can tell me the truth.”

Blake looked into Salem’s glowing red eyes, her heart racing, beads of sweat appeared on her forehead as Salem moved her head closer. 

“Fear. Such a fun, unique weapon that I have turned against humanity and the Faunus. It’s truly a breakthrough, mastering the creatures used for fear, the Grimm,” Salem explained, “What if I showed it to you, made you stronger?”

“No thanks,” Blake said. “I won’t succumb to you. I will not work for you,” Blake said, looking away in disgust.

Salem sighed, moving away, “You can’t fault me for trying an Ozpin trick, giving a person a choice, now can you.” 

Salem motioned with her left hand, ushering the Seer forward, clicking and cracking sounds coming from the Grimm as it approached Blake alongside Salem.

“BLAKE!” Yang called, “Salem leave her alone! PLEASE!” A look of desperation filled Yang’s lilac eyes as she pulled with all her might. 

Two of the bony syringes rose up, the tendrils rustling and cracking like paper. Blake squirmed, shaking her head. Salem soothingly shushed in Blake’s left human ear, sliding her hands down the sides of Blake’s head, holding it still.

“Embrace this. Embrace your destiny, Blake Belladonna, rise and be reborn,” Salem whispered. 

Blake whimpered, the sharp bony points pressing into the sides of her neck, twin trickles of blood began running down her neck as the spikes burrowed in. 

“Can you feel it?” Salem quizzed, “The spikes opening up in your neck.”

Salem removed her hands from Blake’s head, stroking one hand across Blake’s black bob cut, “It’s all going to be ok. Human and Faunus bodies are weak, but with my power, I will make you stronger than you could’ve ever been without it.” Salem placed a hand against Blake’s chest. She could feel Blake’s heart beating faster and faster, the Seer clicking contentedly. The goo trapping Blake against the wall, slithered onto the ground, squealing and squelching in high pitched tones. Blake dropped to her hands and knees as the Seer withdrew its spikes.

“BLAKE!” Yang screamed, “Salem what did you do to her!? ANSWER ME!” 

Blake shuddered and shivered, curling into a ball as she lay on her side, sweat dripping from her forehead, “Ya… ng? I feel… cold...”

Salem knelt down next to Blake as the young Faunus buried her face in her hands, sobbing. 

“Join us.”

“Can you feel it?”

“We feel you.”

“We are all connected.”

“You shall be one.”

“You shall serve.”

“Destruction, chaos, carnage must be achieved.”

“Hunters hurt us, we must hurt them.”

“For the goddess. Our creator.”

“Power, unleash. relax. Let her power flow through you. Guide you towards rebirth.”

“The voices! Why are they so loud!” Blake cried. “Make them stop!”

“BLAKE! Talk to me! It’s going to be alright!” Yang called, “Salem, please I’m begging you! Don’t do whatever it is you're doing to her, I’ll do anything!” 

Salem looked over, “Why stop such grace and beauty. The price of pain is worth it.”

Blake spasmed on the ground, Salem rubbed her back, leaning down to Blake’s right human ear whilst petting Blake’s cat ears. 

“It’s okay. Just relax. The pain is worth it Blake. I can feel you, your attachment to the collective mind I share with the Grimm,” Salem comforted, standing back up.

Yang watched in horror, Blake wasn’t resisting, she seemed subdued as Salem coddled her. Blake’s neat cat ear fur began to ruffle. She let out a loud scream, burying her head in Salem’s chest. Salem placed her hands on the sides of Blake’s head, lifting her head up.

Yang could see the skin on Blake’s hands turning pale white, matching Salem’s skin tone. She bit her lip, fighting back tears, at the sight of Blake’s cat ears becoming misshapen. The tips slowly extending and widening, moving away from their cat origin, shifting into those of a horse. Blake’s whimpers and cries of pain tearing at Yang’s heart. 

“It has begun,” Salem states calmly, kissing Blake on the forehead. 

Salem stood up, moving away, watching as Blake turned to face Yang. “What… what’s going to happen to me? I feel… wrong,” she whimpered. 

Yang stared, quivering, her mouth open but unable to form words. Blake let out a loud cry of agony, bringing her hands up before her eyes, feeling sharp cracking pains spread through them. She watched through her tear-filled eyes as the nails on her ring and index fingers cracked, flakes of nail falling off as thick white nails grew out of the nail beds. Her remaining fingers retracting back into her hands accompanied by painful, sickening crunches. 

Her hands slowly deformed, the metacarpal bones fusing together, growing into a pedal bone forcing her hands to take on a hoof-like shape. The white nails that had grown, spread up over her swelling index and ring fingers. The tips of the nails becoming sharp and pointed, a single bony spike grew out from the underside of her wrists.

“Ya… ng?” Blake’s voice quivered, the once pale skin replaced by a deep black, contrasting against her white bone spikes. Black fur began to sprout through the skin of her hoofs as the undersides gained a black bone-like horseshoe.

“Blake… I’m sorry,” Yang replied, softly, “ I don't know what she’s done, but I will make her pay.”

Blake gave a heavy pained grunt, slamming her front hooves into the ground, purplish veins popped up against the skin on her forearms. The skin tightened as small pulses emitted from underneath. Her arms began to grow steadily as the pale skin slowly disappeared under a sea of black. The black ribbons tied around her forearms rhythmically tearing as her forearms lost their slender look, muscles roiling and tearing as they grew. The three-quarter sleeves of her cropped white shirt tightened against her ballooning upper arms, rips forming in the seams. A thick bony chunk forcefully grew out of her elbows.

“It hurts!” Blake cried.

“Growth always does my dear,” Salem commented.

White fabric dropped around Blake’s hooves as Salem knelt down in front of her. She brushed Blake’s hair aside, smiling a little at the lack of human ears.

“Now Blake. This next part may hurt quite a lot, but I want you to be brave. You can do it,” Salem reassured.

Blake gave a small smile, Salem’s words seemed to comfort her, though she didn’t know why.

“Stronger and stronger you grow.”

“Such beauty shouldn’t be contained.”

“I shall enjoy the pain and grow much stronger Mistress,” Blake muttered, feeling pressure starting to build inside her back and chest.

“Mistress? BLAKE! You're not her servant! You're a strong person, not some mindless beast! Snap out of it!” Yang shouted. 

Blake shook her head, “Yang? She’s… They are in my head. I feel them. I hear them. I can’t stop it!” Blake moaned.

“You are strong! You fought Adam, you can fight this,” Yang called, her eyes pleading with Blake to fight her mutating form.

Blake cried and groaned, violent pops filling the room. Her top shifted about, slowly tightening against her skin. Within her body, her shoulder blades expanded, tears dripped on the ground as Blake shook her head. 

“I feel sick,” she mumbled, her breathing became heavy.

Yang shook her head, watching her teammate straining and struggling, each breath was accompanied by a gag or heavy cough. Her chest and torso pushed out in all directions alongside her back muscles popping violently during their expansion.

“Salem! She can’t breathe! You’ll kill her, please stop this!” Yang pleaded, “I always liked that shirt on Blake, why didn't I ever tell her that,” she thought

Salem remained silent, watching Blake’s shirt tearing to pieces as her barreled chest and bulked back grew out of it. Blake panted, catching her breath, her legs shaking. Salem moved a hand along Blake’s chest. The dark skin and fur consumed her back and chest, each hair was like a mini Gambol Shroud, poking through her skin. 

“A shame to lose something you once so admired, isn't it Yang?,” she muttered, “But such a softness to the fur.”

Blake looked at Yang’s bust, deep down she knew what that meant, her breasts were no more. 

“Salem, please stop... this, you’ve made... your point,” Blake heaved. 

“Why resist.”

“No, shut up voices! I…” Blake cut the voices off, staring at Salem.

“Praise her.”

“Give in. You know you want to.”

“I don’t know how much more I can take of this. Your magnificent work. Please, Mistress. No more,” Blake said, tearfully.

Salem leaned in closer, running her fingers along Blake’s forelimbs before gripping Blake’s chin with her fingers.

“Still you fight. My dear Blake. I can’t be stopped. What is coming is inevitable,” Salem explained, “Don’t worry, Yang will be with you. I see how you look at her with those puppy dog eyes.”

“Don’t hurt her, please. Take me Mistress, but not Yang,” Blake pleaded.

“You don’t get to make demands of me Blake,” Salem coldly said, stroking Blake’s cheek, “If it helps, I’ll be keeping Yang’s prized figure intact.”

“Wait, what!?” Yang and Blake blurted out in unison. 

“You’ll see in due time,” Salem smiled. 

Blake’s eyes widened, her changes continuing. 

“Remember this pain.”

“Deliver it to the enemies.”

Her waist and hips expanded steadily and painfully. Blake winced, the waistband on her black trousers stretching as her belt creaked and strained. She let out a loud screech as smoke bellowed from her backside. 

Salem quickly held Blake’s mouth shut, “Who knew removing reproductive parts would create such a screech.”

A small snap sounded out as Blake’s belt gave up the fight, the golden metal buckle clattering to the ground. Blake mumbled and moaned, the smoke dying down. She could feel a ballooning pressure within her buttocks. She tried looking back to see what was happening but Salem kept a firm hold of her head, gently stroking and soothing her while the deforming Belladonna winced or whimpered in pain. 

Blake’s horse ears twitched at the sound of her trousers tearing followed by a sharp whipping sound. Blake yelped feeling her underwear elastic smacking her darkening, tender butt cheeks. She shifted her position about trying to find comfort on her hooves and knees, Salem gently ushered Blake around until Yang could see the visible tears in Blake’s trousers around her bloated butt. 

Salem reached her arms around Blake, resting Blake’s head against her shoulder. Yang could only watch as Salem placed her hands on Blake’s back. 

“No mistress,” Blake’s voice trembling, her head buried into Salem’s shoulder.

Bones began to grow out of Blake's back, four on either side, the bones grew longer, crackling like popcorn as they curved inwards. The tips met in the middle of her chest, giving her form an outer rib cage. Blake’s cries grew heavier as the skin split around her tailbone, a spiked tip slithering out the tear, gently being pushed out by her growing vertebrae. 

“There, there my child,” Salem comforted, stroking the back of Blake’s head, “It’s all over now. Well, most of it.”

Blake’s black boots began to bulge, the leather tightening. Within the confines of her boots, her toes snapping as they retracted back into her feet. The seams between the leather and the purple soles fray, struggling against her changing feet. Blake began to shift position a little, her thighs growing, swelling within her trousers. Her ruined trousers tore further around her growing thighs.

“Strong muscles for stampeding.” 

“Stampeding good.”

“Yes, yes growing.”

“Strength is here. Power is here.”

Her boots burst open, twin toeless feet sliding out the front as two solid bony hoof nails sprouted out of the front ends of her feet. Blake’s heels rose up into the air as her calves shortened, her new forming rear hooves clacking on the floor as she adjusted. 

Yang flinched at the sight of a single long spike erupted out of the heels of her former feet. The skin quickly healed as it darkened. 

“Fe… feels natural,” Blake muttered, “I can stand.”

“Yes, you can,” Salem said, with a hint of approval in her voice.

Salem stood up, smiling as the Leech goo that once held Blake slithered up the monstrous girl’s left foreleg, wriggling like jelly until it reached the centre of her back.

“What’s happening Mistress?” Blake quizzed.

“Phase 2,” Salem replied simply 

Salem strode up to Yang.

Running a finger across the large Leech holding Yang, Salem smiled an evil, motherly smile “A little change to your warm browns and yellows too, but you’ll look much better in black.”

A dripping, smoking tendril extended out from Yang’s Leech and out towards Blake. Blake whimpered in confusion as a tendril grew out of the Leech riding on her back. The two tendrils met merging together as Yang dropped onto the ground, her head bouncing off the floor. 

“No,” Yang said, startled, her Leech wrapping around her legs like a cocoon.

Yang punched and tugged at the goo, paying no mind to her red, low cut crop top and grey and black sleeveless jacket with golden piping and trimming. The joined tendrils pulled Yang closer to Blake. The Leech showed off its strength, lifting Yang up off the ground, hanging her upside down. Yang felt dizzy and light headed as she was violently righted. Looking down she could see herself suspended above Blake. 

“Join us Yang,” Blake purred. 

“Blake, snap out of it! Try and break the connection and I’ll free us!” Yang called. 

Salem snaked behind Blake, tearing her trousers and boots from her equine form, discarding them with little care as to where they landed. Yang jumped at the sound of hissing and fizzling, heat spreading up her legs as the Leech on Blake’s back bubbled and smoked. 

“Truly a marvel, my baby Leech,” Salem said, sounding like a proud mother. 

Blake and Yang screamed, Yang’s body lowering slowly into Blake’s back. 

“It hurts Yang. Pain is good! Remember this!”

“Blake! Snap out of it!” Yang pleaded.

“She will join us, yes.”

“Yang, I can’t. It hurts so much,” Blake sobbed. 

“I can hear you in my head!” Yang screamed. 

Yang’s legs slowly melted into Blake’s body, the fizzling and bubbling ceased as Yang’s waist came into contact with Blake’s back, the Leech sinking into Blake’s body.

“I’ll give you some time,” Salem said, making for the door. 

The Seer snuck up behind Yang, jabbing two spiked syringes into her neck. 

“Oh no you don’t!” Yang sneered, ripping the syringes out of her neck.

The Seer clicked, violently withdrawing the syringes only to rapidly shoot six into the back of Yang’s neck. Both girl’s screamed out in shock and pain as the syringes opened in Yang’s neck. Yang reached back, struggling to grab the tendrils, beads of sweat starting to form as her heartbeat increased. Small grunts escaped her mouth as she pulled three out, the remaining three being withdrawn by the Seer. 

“It’s done,” Blake whimpered, “She’s infected you.”

Yang panted, unable to find the words to say. In the midst of the silence, she could hear Blake sobbing.

“I’m sorry Yang,” Blake repeated over and over, between her tearful sobs.

“Hey,” Yang said, softly, leaning forwards to stroke Blake’s hair, “It’s not your fault.”

“I wanted you to join. I felt it, the urge to be one. I couldn’t fight,” Blake states. 

“That’s not you. Blake, you’re mostly Grimm. She’s corrupted you,” Yang comforted.

“I won’t be able to see the others again, will I?” Blake asked. 

“Not like this,” Yang softly said, “But there’s always a chance to fix things, it’s like Ruby says, hope is the sharpest weapon in the arsenal.”

“But what if we’re killed,” Blake sobbed. 

“Then there's nothing we can do. The corruption has taken a toll on you. I can feel it, the voices are stronger with you, but I promise you I’ll fight. For both of us,” Yang said, trying to sound reassuring. 

“Yang?” Blake quizzed.

“Yeah?” Yang replied. 

“Do you think they made it? Ruby and Weiss I mean,” Blake asked.

“Yeah I do,” Yang answered, leaning her head as close as she could to the back of Blake’s head.

Blake’s neck swelled out in all directions, her neck lengthened and becoming curved. She felt Yang wrapping her arms around her changing neck. Like the rest of her body, the skin darkened with short black fur sprouting through it. A thick flowing strip of black hair ran from the top of her neck down to the bottom of her shoulders.

Yang shushed Blake as she gave a small whimper, Yang felt the three pops of Blake’s spine, shoulders and hips realigning.

“Yang, I… I’m thankful for meeting Ruby and Weiss. But most of all I’m thankful for meeting you,” Blake said, a tremor in her voice.

Yang gulped, she could feel the monster within taking a hold of her friend's mind, bracing for what came next.

“I’m happy and thankful for meeting you too Blake,” Yang comforted, kissing the back of her friend’s horse neck.

“No, I mean it. Without you, I don’t think I would have made it this far,” Blake explained.

“Blake, give yourself some credit. You’re smart, strong, an amazing teammate and an incredible friend,” Yang smiled. 

Blake began to cough and gag, the skin around her cheeks, mouth, chin and nose drying out, turning to white crusty bone. Her lips dissolved as her nose melted away, revealing a deep crevasse inside a round gap between the bones. 

“Yaaang!” Blake called, her lower canines lengthening whilst her top canines fell out, “Before I go… I want you...” her bone mouth and nose pushed outwards, crunching and cracking, “I love you.”

Yang sighed, hearing a low gravelly equine like snarl, “I love you too Blake!” Yang shouted, tears streaming down her face. Nine new top teeth and four new bottom teeth grew on the sides of Blake's bony muzzle. A boomerang-shaped red stripe appearing on the top of her new muzzle. The whites of Blake’s eyes darkened into blackness, her amber eyes shifting to a glowing red as smoke escaped her mouth.

Yang held onto Blake’s neck, letting out a few small tears. She leaned back, looking down at her pale chest and breasts.

“Got to hold on. Keep my humanity inside, for my Blake,” Yang said, to herself. 

She gave a pained grunt. Her shoulders, violently cracking as if dislocating, bloating slightly. She watched as her thumbs, middle and pinky fingers popped and shrivelled, retracting back into her hands. A crusty layer of white bone grew out of her index and ring fingers as they grew slightly longer. The nails cracked, dropping off as spiked white claws grew out to replace them.

Yang moaned, frustrated and in pain as her slight muscular arms seemed to be shrivelling up becoming skinner whilst becoming stretchy, like rubber. The skin slowly darkened like Blake’s but only to a light grey tint. A single bony spike grew out of the backs of each elbow. 

“Arms are long.”

“Windmill hunters.”

“Spinning arms are fun.”

“Stretchy strechy.”

“You think you’ll beat me? I’m Yang Xiao Long you bitches, I’m going to fight you all the way!”

Yang gritted her teeth, catching sight of her infamous golden blonde locks, that flowed in the wind, that burned like the sun, turning snow white. A ear piercing scream escaped Yang’s mouth, startling Blake a little. 

“Sorry,” grunted Yang, her eyes spasming inside her head as two sharp horns split through her pale skin on her forehead, the horns curved slightly as they grew longer. The skin around her face seemed to crack slightly as it dried out. A large mass of bone grew out of her facial skin, the bottom part of her mask hung over her lips, jagged points forming on the trim to resemble teeth. In the centre forehead piece of the bony mask, a red flame styled emblem appeared as red stripes ran up a small part of her horns. A small bump formed in the mask as it spread over her nose, a small black slit forming where her nostrils were. 

“Can’t speak,” Yang thought, “But power. I feel Blake… no I can feel the control. The dominance over her… It feels great… No…”

Yang screeched, shattered the glass of the window above them. The white’s of her eyes turning black as the darkest night, her lilac colouring becoming a dim glowing red. 

Salem slid back back into the room, staring in satisfaction at the creature that stood before her.

“Hazel. Bring in the subject,” she ordered. 

A large, tan skinned male strode into the room dragging a pale man behind him. His burnt orange hair, well built physique and indigo eyes seem too familiar with Yang. His clothes looked charred and torn, blood dripped from a fairly large gash on his left temple. 

“What’s your name my dear?” Salem asked as Hazel forced him to his knees before her.

“Car… Cardin,” he said, spitting blood onto the floor. 

Cardin’s eyes widened at the sight of the Grimm that stood behind Salem, “Blake? Yang?”

“Beautiful, aren’t they?” Salem purred, “I’m going to be calling her YuckelaBlake.”

Salem walked up to her new creature, playing with Blake’s bob.

“YuckelaBlake. Let’s see if you are under my control. Kill him,” Salem ordered. 

Without hesitation, the YuckelaBlake’s stretchy arms shot forwards, it’s four spiked nails piercing through Cardin’s chest. Hazel jumped back, the momentum pushing Cardin into the wall, cracking it slightly.

“I’m sorry Cardin. I can’t let her know I’m still fighting,” Yang thought.

“Hazel, tell Watts to clean this mess up and prepare the transport. It’s time to unleash this beast on Vacuo’s spirit,” Salem ordered, frowning as Cinder entered the room.

“I trust you bring good news?” Salem asked.

“I do,” Cinder smirked, gesturing to the light green haired, dark skinned woman being dragged into the room.

“The traitor. Excellent,” Salem smiled, “Take her to a cell. I’ll deal with her later.”


	2. Chapter 2

**Summary for the Chapter:**

> With Yang and Blake gone, presumed dead. It's up to Weiss to protect and get Ruby to safety but not everything is what it seems as Salem claims her third victim

Weiss sighed, placing Ruby to the ground to rest. She knelt down while holding Ruby’s left hand for support and set her down against a tree.

“How are you holding up?” Weiss asked. 

Ruby stayed silent, lowering her head. “Why did we leave them?”

“We had no choice,” Weiss said regretfully, “but if there’s a chance to repair your eyes, we have to take it, right?”

“No repair needed,” Ruby chuckled softly. “My eyes are closed.”

“Wait, what?” Weiss blurted out.

“I closed them before this gunk got into them,” Ruby said, gesturing her free hand towards her eyes covered in a viscous black goo. 

“That’s wonderful,” Weiss said, breathing a sigh of relief, a slight smile crossing her face. 

“Just help me get it off and we’ll go back to get Yang and Blake,”.

Weiss looked Ruby over noticing her skin was starting to look pale and her cheeks were flushed. She then looked around at the calm, quiet forest. “It’s too quiet,” she muttered. “We need to find shelter first.”

“Come on, seriously, help me get this off please.” Ruby looked up, innocently pleading with her teammate from behind the goo. 

“Not a chance. I’m not losing you as well,” Weiss said with a huff.

Weiss helped Ruby up to her feet and placed Ruby’s arm around her.

“It’s bad enough we left my baby back there,” Ruby grumbled. “I just want the team back together Weiss.”

“So do I, but you're the last silver-eyed warrior,” Weiss explained. “We need to get you back in fighting shape first.”

Ruby sighed, her lips falling into a frown as the duo set off. Weiss glanced down at her, giving a small smile. 

After walking for what felt like hours, they entered a small clearing. 

Weiss scowled and grumbled, her legs wobbling, trying to keep moving forwards whilst holding up Ruby. Though smaller than Ruby by a couple of inches, Weiss struggled to support Ruby but deep down she was thankful Ruby didn’t have the added weight of Crescent Rose. “You really need to lay off the cookies.” 

Weiss dropped Ruby against a tree, taking a few deep breaths. She turned and noticed a worn old log cabin sitting in the centre of the clearing. 

“I’m not that heavy,” Ruby commented. “Besides, I have to be strong to wield Crescent Rose.”

“Will you be ok if I leave you here to go check that cabin out?” Weiss asked quizzically, readying Myrtenaster.

“Sure,” Ruby replied, “As long as I can see again soon.” Her tone was sweet and innocent. 

Weiss took another look at Ruby. Thankful that Ruby couldn’t see her worry as she glanced over at Ruby’s further paling skin. 

“I’ll be right back,” Weiss said. “Now stay put.”

Weiss made her way towards the log cabin, looking back to check on Ruby several times along the way. She looked up at the loose planks of wood on the door as she stood in front of the cabin. 

“Hello?” she called, raising a gloved hand to knock on the door. 

The door creaked open slightly, Weiss pushed it open the rest of the way, her weapon raised. She looked around the open room as she entered. Her eyes sweeping over a plain wooden bed with a white mattress, an old battered nightstand and chair sitting next to it.

“A bit basic,” Weiss said, “but it will do.”

She turned on her heel and walked back to Ruby.

“Come on you,” she called, reaching down to grab Ruby’s hands.

Weiss supported her friend and she could feel Ruby leaning into her support more than before.

“Weiss?” Ruby started, “Do you think Blake and Yang are alright?”

“I’m sure they're fighting their way back trying to find us,” Weiss replied, a hint of worry in her voice, remembering back to the wall of tentacles blocking her view of Yang and Blake. The last thing she saw before losing sight of the two was the both of them being held down by other tentacles.

“You sound worried.” Ruby said, looking at her partner.

“Of course I am, for every single one of us.” Weiss snapped. Silence fell over the pair before Ruby decided to change the subject.

“Any Grimm around?” 

“No, not that I’ve seen. It’s odd really”

“Like a trap?” 

“Most likely.” 

The pair soon found themselves off the grass and onto wood, the both of them sighing in relief at some form of shelter. Weiss guided Ruby over to the bed, gently assisting her in sitting down. 

“So, any ideas on removing that gross stuff Ruby?” Weiss asked, closing the door. 

“Could try burning it off,” Ruby said.

Weiss folded her arms, “Not a chance.” She pulled out her scroll, flicking over to the Aura app. Her heart sank at the sight of Yang and Blake’s meter showing an empty bar. She could see that her own Aura was at 90% whilst Ruby’s was flicking between 10% and 11%, “You’ve got no Aura according to this.”

“Yeah you’re probably right. Can’t risk another curtain fire,” Ruby snickered.

Weiss huffed. She was about to scold Ruby when a thought struck her. “She’s trying to stay upbeat so she doesn’t just break down.”

“What about using ice Dust to freeze it? Dad once had to do it to Yang’s hair when I accidentally got chewing gum in it. He used ice Dust to freeze it all together and cut it out,” Ruby stated, giving a small, nervous chuckle. 

“Would it even work? It may hurt, or worse...” Weiss said, panicking as she looked down at the floor, “I… I don’t even know if I can do it.”

“Weiss. I trust you,” Ruby chimed, “We’ve known each other for a year and three months. We’ve fought in countless battles. I’ve always had your back, like you’ve had mine. I believe in you, we have to take this chance.”

Weiss took a deep breath, exhaling sharply. Readying Myrtenaster, she rotated the chamber to the ice dust cartridge. 

“You need to lie down!” she ordered. 

Ruby nodded, laying back and wriggling about to get herself comfortable. Weiss rolled her eyes, approaching the bed.

“You need to stay still, otherwise I might freeze something else,” she quipped, placing the sharp tip of her rapier as close as she dared to the goo. 

She gently squeezed the trigger, releasing a stream of ice down the blade. Ruby tried her hardest not to shiver as she clenched her fists. A chilling blue colour began to spread across the harsh black surface as Weiss gently dragged her rapier over the substance.

“Is it working?” Ruby cautiously, asked. 

Weiss didn’t reply, keeping her focus on fully freezing the substance. With a small click, Weiss removed her fingers from the trigger, her eyes scanning over the crackling ice as it settled. 

“Now comes the hard part,” Weiss muttered, holstering Myrtenaster on her hip.

She leaned over Ruby, reaching her gloved hands towards the ice. Weiss shuddered, the cold air around the frozen substance breaking through her dark blue gloves. She readied herself before gripping either side of the slab of ice.

“Ready?” she asked, rolling her eyes at how dumb that must have sounded. “Of course she’s not ready.”

“Just try and do it quickly, like a bandaid,” Ruby replied.

Weiss gently started pulling, gritting her teeth, Ruby’s skin slowly stretching. Ruby bit her lip, fighting the urge to curse and swear until the sun went down as Weiss started to strain, pulling harder. With a sharp grunt and a yelp of surprise, Weiss stumbled backwards, landing hard on her back as the ice slab ripped from Ruby’s face, flying across the room and through the window above the sink. 

“Motherfucker!” Ruby moaned, placing her hands on her face as she bolted upright. 

Weiss stared dumbfounded at the harsh language that came out of her mouth. “That’s the first time I’ve ever heard her use such language,” Weiss thought, Ruby’s fingers still rubbing the area around her eyes, desperately trying to remove the chill and the pain. 

“Ruby!” Weiss called, darting over to her.

Weiss placed her hands on her friend's shoulders. Ruby slowly removed her hands from her eyes and a smile crossed Weiss’ face at the sight of Ruby’s silver eyes. The skin surrounding her eyes was red-raw, uneven and slightly bloodied. To Weiss it looked like bad sunburn. 

“I could kiss you!” Weiss cheered, grabbing her in a vice-like hug.

“And I thought you were the Ice Queen,” Ruby chuckled, patting Weiss’ back, “But there’s no time to lose.” 

Ruby jumped to her feet, reaching out to grab something as she stumbled a little. A hand went to her head as she staggered into Weiss. Her partner pushed Ruby back onto the bed, not wanting to be knocked over.

“Ruby?” Weiss asked, concerned, sitting her friend back down.

“I’m fine!” Ruby said, a stubbornness in her tone.

Weiss looked at Ruby’s ghostly white skin, beads of sweat forming on her forehead. She looked over Ruby carefully as she rested a hand on her shoulder. Ruby’s petite frame was shaking. Then Weiss noticed a large slash in Ruby’s pale white left sleeve on her upper arm. Blood had partially stained the sleeve and as she took a closer look, Weiss could see three deep cuts on Ruby’s arm. 

“You're not alright,” Weiss said.

Weiss pulled off her gloves as she walked around the cabin, opening cupboards.

“What are you doing?” Ruby asked, trying to get up.

“Stay!” Weiss sharply said as she opened a large door in the kitchen.

“Don't yell at me, Weiss. You sound like Marrow,” Ruby snapped. 

“Yes well, until you're better, you're just going to have to listen to me,” Weiss retorted, pulling some towels and blankets from a shelf above a large blue water tank.

She walked over, placing them down on the bed before heading to the small open styled kitchen, throwing open every drawer and cupboard she could get her hands on. An old metal kettle shook as Weiss violently shut the drawers, rattling the counter. Weiss headed into the small bathroom, searching the lone cabinet under the sink. She couldn’t help giving a smile and sigh of relief as she found a small brown medical bag.

Ruby gently swayed on the bed as Weiss knelt down next to her, opening up the medical bag. Ruby watched as Weiss took out a few small pins, a roll of bandages, clump of cotton wool and a small bottle of iodine. 

“Not the stingy stuff!” Ruby protested. 

“Tough,” Weiss said, grabbing onto the tear on Ruby’s sleeve, tearing it open some more, “Last thing we need is for you to get an infection.”

Weiss unscrewed the bottle of iodine as she tore a small part of the cotton wool off. Gently, she tipped the bottle into the wool, the bronze liquid staining the whiteness. Ruby winced and squirmed against burning sensation as Weiss padded the soaked wool against the cuts.

“Ruby, to be honest, I think you might have an infection,” Weiss stated, rhythmically stroking the wool against the cuts.

“What makes you say that?” Ruby asked, looking down at Weiss. 

“The paleness, the sweating, the unsteadiness,” Weiss listed off. 

“I’ll be fine.” Ruby smiled, waving her left hand dismissively as her body trembled.

Ruby looked over at Weiss’s downcast expression on her face as she sealed the bottle back up.

“You ok Weiss?”

“Ruby… Yang and Blake… do you think Salem is going to hurt them?” Weiss asked, preparing the bandage.

“It will be Salem’s worst mistake. You know Yang’s Semblance right!?” Ruby beamed.

“Yeah, but Salem has a new Grimm. It broke your Aura, nearly blinded you and those tentacles were surrounding them and I did nothing!” Weiss exclaimed, tears welling in her eyes.

Ruby jumped a little, sliding off the bed, flinching in pain as she wrapped her arms around Weiss as she cried into the bed. 

“What could you have done?” Ruby comforted. “I heard what Blake said, and she was right. It would have gotten us both killed or captured if you didn’t get us out of there. We have each other now thanks to you, and once I’m ready, we’ll find them together.”

Weiss looked up, staring at her friend as she wiped her tears away. “Sorry.”

“Nothing to be sorry about. Now, how about that bandage,” Ruby said, smiling.

Weiss sniffled as Ruby shifted herself around, making it easier for Weiss to access her wound. 

“You know, it’s weird to see you crying,” Ruby stated as Weiss began to wrap a strip of the bandage tightly around the cut, “It shows you're not such a cold-hearted queen as you we’re back in the early days of Beacon.”

“Guess we all matured over time.” Weiss smiled, concentrating on her handy work, “There we go!” she announced, securing the pin.

Ruby examined the tight bandage, small red stains were already starting to appear. Weiss got up and headed over the sink, turning on the taps.

“Don’t suppose you got any thread to fix my sleeve?” Ruby asked, innocently. 

Weiss just shook her head, washing Ruby’s blood from her hands using a bit of the iodine to sanitize them afterwards.

“I should be thankful you learned first aid.” Ruby began getting up, “Now can we please…” 

A loud thud sounded out, Weiss jumped and turned around sharply. “RUBY!” she called, running over to Ruby’s sprawled out, unconscious body on the floor.

Ruby screamed, falling through darkness. Her silver eyes shining, partially illuminating the place. With a loud splash, she felt cold water around her, seeping into her boots and drenching her clothes. She gagged and coughed, feeling her body slowly sinking. She kicked and flailed her arms frantically as shadowy hands reached up, grabbing her legs and shoulder. She took a deep breath, her body submerging under the water. Her eyes darted around as a purple glow spread throughout the water. A chilling laugh echoed around her.

“Weiss?” Ruby called out, “WEISS!” 

Steam rose from the kettle as Weiss poured some water into a small bowl before taking it to the nightstand next to Ruby.

Suddenly, Ruby shot up, panting, her eyes darting around with a wince of pain. Weiss jumped, spilling a little onto the bed.

“Weiss?”

“Ruby,” Weiss said, catching her breath as she placed a hand on her heart, “You ok?”

Ruby bit her tongue. She wanted to tell Weiss she was fine, but the look of fear and concern in Weiss’ eyes made Ruby nervous and scared. 

“My head hurts,” Ruby croaked. 

Weiss walked over to the bowl, placing a small bit of the iodine into the water. She dipped a strip of cloth into the water. 

“Just lay down. Rest will make things better, I promise,” Weiss said, her voice soothing Ruby a little as she placed the wet towel on a red gash on Ruby’s forehead. 

“What if I don’t want to?” Ruby asked, not really wanting to close her eyes. 

“Then I’ll ban you from cookies for a month,” Weiss threatened sarcastically. “But seriously, Ruby, you need to rest and gather your strength. Please.”

Ruby exhaled gently, closing her eyes, feeling Weiss patting her on the shoulder. 

Ruby looked around. A dim purple glow enveloping her, lighting up a small bit of the surrounding area, the darkness growing thicker away from the light. She looked down to see ripples emitting out from under her boots, as if she was walking on water. 

A thick black smoke swirled and danced around her.

“Ruby Rose.” Salem’s chilling voice echoed around as her black figure formed in the smoke. She towered over the young huntress, staring her down. “Now this is interesting,”

“Salem,” Ruby said, through gritted teeth. “You're not real. This is just a nightmare.” 

Ruby stood firm as Salem changed her size to match hers. Ruby shuddered, feeling Salem’s cold hand against her cheek.

“This feels different,” Salem stated as she folded her arms, “Unless...” She closed her eyes, “Oh, I see the cause of this. My new creature struck you.” She sighed, waving her hand across Ruby’s face.

Ruby’s surroundings changed around her, a familiar forest forming. Her body began to shift to the left. She could feel someone, trying to drag her away. Her eyes widened as she could see a tentacle-like wall forming.

“Yang! Blake!” Ruby called out, trying to reach for them.

She yelped in surprise as spike tipped tentacles lashed towards her. Her head jolted round to see Weiss trying to usher her away to safety. Ruby cried out, a searing hot pain spreading through her left arm as multiple spikes whipped across her upper arm, tearing through her sleeve. 

The forest disappeared as Ruby clutched her arm in pain. Salem stood next to Ruby, looking at the tear in her sleeve. 

“So that’s how it happened,” she said, softly placing a finger against the bandage, “The Leech has already begun its work on you.”

“No it didn’t!” Ruby replied. “This has to be some kind of trick!” 

Salem smiled, “And yet here I stand before you. You cannot stop me any longer, child.”

“It’s impossible! you can’t just be in my head!” Ruby protested, “Salem can’t be here. This is all in my head. ” she thought. 

“I’ll give you credit. You are far more resilient than your mother was, but it is of no help now that the Leech has you.” Salem chuckled, slowly fading away.

Two pairs of glowing red eyes appeared in the darkness, a dull series of thuds followed by clops echoed around her. Ruby’s lips quivered at the all-too-familiar sound. Her mind flashed back to her Uncle Qrow being poisoned by Tyrian in the ruined town of Kuroyuri where she had led team JNPR against what Qrow had later told her was a Nuckelavee. Small tears filled Ruby’s eyes as she remembered Jaune’s yellow aura flickering as the creature stampeded over him. Jaune struggled to get up as the Nuckelavee fought off Ren and Pyrrha. A sickening crunch made Ruby feel sick, watching Jaune’s broken body becoming crushed under the Nuckelavee’s rear end as it dropped backwards by the blow to its neck from Crescent Rose. 

“No,” she whimpered, as a Nuckelavee Grimm stepped forth through the black smog. Ruby reached out a hand, trembling in fear at the recognizable shape of Yang. From the flowing locks to the jacket she had worn during her days at Beacon, riding on the back of a horse-shaped Grimm. The Grimm snarled and huffed heavily, coming to a stop a short distance from Ruby.

“Yang? Blake?” Ruby quivered, her eyes locking onto the familiar upper part of Blake’s face.

“Wonderful, aren’t they?” Salem quizzed. “I was always proud of the Nuckelavee, but they were so disorganized and solitary when left to their own devices. With my lovely new Alpha to lead the herds, the pitiful remains of Ozpin's Kingdoms will learn to fear their strength.”

Ruby shook her head, placing her hands on the sides of her head. Her silver eyes flicked and fizzed like a broken lightbulb. She dropped to her knees as the smoke washed away the YuckelaBlake.

“That’s not possible,” Ruby thought, wiping away her tears.

Salem smirked, “With the Leech inside you. I can do this. ”She placed a hand on the top of Ruby’s head, spacing out her fingers as she pressed them into Ruby’s head, “Show me your memories.”

The surroundings slowly changed to a dim green and grey vault. Ruby gave a whimper at the sight of her friend, Penny, lying on the floor in pieces. Cinder stood triumphantly over Pyrrha’s impaled body as Ozpin lunged towards her. Flames flickered from Cinder’s eyes as a sinister smirk crossed her face. 

“That’s not how Cinder explained it.” Salem looked down at Ruby, giving a small smile. “Focus, Ruby,” Salem snarled, pressing her fingers harder into her head, her eyes glowing fiercely. The surroundings flickered as Ruby tried to shake her head.

Salem smirked, watching Ozpin rapidly striking his cane into Cinder’s chest before smacking her across the side of her head. Pyrrha slid up behind Cinder, driving her shield into Cinder’s legs, tripping her up. A loud crack sounded as Ruby let off a fire dust round towards Cinder from her sniper rifle.

“So that was his plan,” Salem stated, looking behind Ruby at Penny kneeling down next to a frail old lady, blood staining her blue kimono. 

Ruby shook her head violently, struggling to free herself from Salem’s grip.

With a loud scream, Ruby jerked herself backwards, tearing her head away from Salem which made the surroundings crack and splinter to black.

“Penny Polendina. I thank you for your help Ruby.”

“What? What was that?” Ruby asked, backing away from Salem.

“Part of the corruption. You can feel and see me in your mind which allows me access.” 

“You won’t win!” Ruby exclaimed with a tone of authority, staring Salem dead in the eye a wave of burning anger stirring in her heart, tears forming in her eyes. “We will defeat you!” 

Salem started to fade away in a gentle swirl of smoke, “It has already begun.”

Jaune appeared in front of her, a low groan escaping his mouth, echoing around her.

“Ruby,” Jaune said, his voice shaking. He looked up at her, his skin pale, mouldy and peeling off, his eyes a burning red. 

Voices whispered around Ruby, “You did this. You hurt us. You cannot fight. Let’s us in.” 

The ground shook violently, thunder rolling, flashes of lighting revealing crumpled dead bodies, torn limbs and abandoned weapons. Suddenly, the ground erupted as a towering figure rose up, its body twisting and contorting violently into Summer Rose.

A shrill shriek echoed around her as Summer came down towards her, enveloping Ruby in a thick cloud of smoke. Ruby waved her hands about, trying to clear the smoke and coughing heavily as parts of it entered her mouth as she breathed in. It burned the inside of her throat and nose, her eyes watering as the smoke stung at them. 

The ground beneath her gave way, and Ruby cried out. The smoke tightened around her, small wisps snaking off and violently looping back around to hit Ruby’s chest. A grey smoky jaw opened around Ruby, consuming her.

Weiss gently placed a fresh wet towel strip on Ruby’s forehead. A concerned look crossed her face as she watched Ruby whimper and shiver for the sixth time. She placed a hand against Ruby’s cheek, wincing at the hot feel of the skin.

Weiss grumbled, staring out through the broken window above the sink, “Come on Pyrrha! Normally you guys pour out looking for us if we’ve been on a mission for over six hours!” Weiss sighed and returned to tending to her friend, feeling Ruby’s neck, checking her pulse. “She might not have long!” Weiss’ face feeling Ruby’s pulse racing.

Ruby gasped, her eyes bolting open. She gave a grunt as Weiss hugged her.

“Weiss?” Ruby quizzed.

“I was so worried,” Weiss said, tightened her hug, “You’ve been out for hours!”

Ruby gently pushed Weiss away, dragging her shaking knees up to her chest.

“How are you feeling?” Weiss asked, placing a hand on Ruby’s knee. 

“Like I got hit by a Boarbatusk,” Ruby sighed, her head pounding in time with her heart. 

Silence fell for a few moments before Ruby spoke up.“I saw them. Blake and Yang,”

“What?” Weiss asked, confused. 

“I don’t know what it was. It felt like a nightmare, but I saw them both. There was hardly anything left of them.” Ruby buried her head into her knees, tears running down her face. Her head shook in defiance.

Weiss looked away, a look of despair coming into her eyes. “Maybe it was just a nightmare?” she suggested, placing her hands on her heart. 

“I thought so too, even when I saw Salem, but… it felt too real.”

“Let me get you some water. Just take deep breaths,” Weiss said, getting up.

Ruby paused, “She told me I have Grimm in me.”

“Well, that sounds about right. It’s going to begin soon,” Weiss said, stopping. Wings erupted from her back as horns grew from her forehead. Her feathery wings flapped, raising her off the ground, Weiss’ figure becoming smoky and dark as she lunged at Ruby. 

Ruby shot up screaming, the towel falling from her forehead.

“Hey, you’re awake!” Weiss said, reaching out to hug her.

“Get away from me!” Ruby shrieked, bolting off the bed. She staggered, trying to get away from Weiss, heading into the small cubicle-shaped bathroom, locking the door behind her. 

She slumped against the wall, placing her hands on the sides of her head, tears starting to form in her eyes. 

“Ruby?” Weiss cautiously asked, knocking on the door.

Ruby stayed silent, her fingers playing with her ears. The soft bristle of hairs starting to sprout through the skin, tickling them. The curved tips twisted, pulling into points. Ruby gave a small yelp, yanking her hands away from her ears as she felt a sharp pain spreading through her fingers. Short stubby white claws pushed her fingernails off.

“Ruby come on, please open the door,” Weiss begged. 

Ruby’s eyes shot towards the door. A shrill chiming noise echoed from outside the door and a ghostly blue and white stinger pierced through the door, hooking onto it as it pulled it off the hinges.

Ruby looked down, not daring to look at the fading Lancer or its summoner. Weiss walked over to her, kneeling besides Ruby. Ruby flinched at the touch of Weiss’ hands wrapping around her.

“What’s wrong?” Weiss asked softly, her tone mixed between comforting and concerned.

Ruby looked up at Weiss tearfully, the once hopeful silver eyes darkening into a blaze of red. Her teeth biting her lower lip as Weiss covered her mouth with her hands. Her eyes watering at the sight of Ruby's pointy ears. Weiss stretched out her arms and pulled Ruby in for a hug, Ruby rested her hand on Weiss’ right shoulder, keeping her hands away from Weiss. 

“We… iii… iss,” Ruby stuttered, the stubby claws lengthening and curving inwards slightly. 

“It’s ok Ruby,” Weiss comforted.

“No, it’s not!” Ruby despairingly whimpered, fearfully struggling against Weiss not wanting to hurt her. Her whimpers turned into tearful cries, parts of her fingers turning black and smoke rising from under her glove. She watched as her gloves creaked and started unravelling around her hands, her slender fingers growing larger. Flakes of black cloth and leather fluttered to the ground, until with a final tear, two monstrous hands ripped her gloves entirely in half.

“Weiss!” Ruby cried out in desperation, sharply twisting her body about. With a low growl she tore free of her partner’s comforting grip, shoving her partner away from her.

Weiss stared in shock, unable to take her eyes off of Ruby’s deformed hands resting on her knees.

“She’s changing me… She changed Blake… Yang… and now me,” Ruby muttered, lowering her head, red blood dripping from her mouth and staining her skirt and blouse. A clink sounded out, a second clink followed, then another and another. White teeth bouncing off her skirt and onto the floor. Ruby gave a strained, continuous groan of pain, four great white canines grew from her jaws alongside shorter keen teeth filling the gap between them. 

Weiss held out a hand, tears forming in the corners of her eyes. Ruby’s ears wiggled, growing bigger, her black hair parting around her ears as they slid upwards towards the top of her head. 

Bones cracked and snapped under Ruby’s skin, drowning out her muffled cries and screams. Her huge hands slammed against the sides of her head, her tears soaking her growing black fur sprouting through her cheeks. Her skin stretched around her mouth and nose, the cracking of bones intensifying as her mouth and nose pushed outwards.

Weiss stared dumbfounded. The top half of Ruby's face was still her own, albeit the skin turning black while the lower half represented an animal muzzle. A thick white plate made of bone grew out of the top half of the muzzle.

“Grimm,” Weiss said, getting to her feet, her left hand instinctively going for her rapier’s hilt.

Four bone spikes sprouted through the skin on the far sides of her forearms, with the fourth ones growing from her elbow. Black stains appeared on Ruby’s sleeves as bumps started to form. Two more lumps formed around the shoulder area of her blouse with one on the tip of her upper arm. There was loud tearing, the growing spikes ripping through her sleeves, and Ruby gave a loud growl trying to push out some words.

“N… No... Stopping this!” Ruby slipped her deformed hands onto the floor, the faint bristle of fur growing over them.

“You can stop it Ruby!” Weiss called, “Fight! You have to fight it with everything you’ve got! Like every battle you’ve fought! Fight for Yang, Blake, and Me! Remember Penny! You have to fight for her too!” 

Weiss’ words sounded distorted and echoey to Ruby. She shook her head, flashes of Beacon during her first few months there, bumping into Penny while out looking for Blake after she had fled to chase down Roman Torchwick. The fight in the Beacon vault alongside Penny flashed before her eyes. She felt a cold kiss hitting her black lips, the memory of Penny kissing her before rushing into the heat of battle trying to save Atlas. 

“NO!” Ruby snarled, her body lurched forwards, knocking Weiss down to the ground. 

“RUBY!” Weiss shrieked, grunting as Ruby pressed her hands against her arms. 

Weiss’ blue Aura began to flicker around her arms against the pressure of Ruby’s steadily growing arms. Twin pops sounded as the buckled straps of Ruby’s bracers snapped, a leathery tearing filling Weiss’ ears. Ruby’s ruined bracers fell away from her arms, a continuous tearing followed shortly after as her sleeve seams tore along with tears forming throughout the sleeve. Each tear revealing the ominous dark skin consuming Ruby’s pale white complexion. 

Weiss squirmed, making Ruby laugh whilst snarling, her ears twitching. “Watching your prey squirm felt satisfying!” she thought.

“Ruby. Get off me!” Weiss screamed, flinching her head away as Ruby’s mouth lunged for her neck. Weiss shuddered, feeling the warm breath against her neck as Ruby stopped, sniffing the scared woman curiously.

Ruby backed away, releasing Weiss, whimpering like a scared animal. Weiss stood back up, her hand going for her weapon. Ruby’s head darted downwards, looking at the two bulging lumps forming in her boots around her knees. Two more lumps formed around the rear of her heels.

“Wei… iss?” Ruby asked, her voice cracking, her smooth, hyperactive tone replaced by a gruff, masculine voice.

The leather fractured around the thick spikes erupting through her boots. The leather stretched and bulged, the steel plating across the toe section becoming more of a hindrance than protection. Within her shoes, her pinkie toes retracted back into her feet whilst her remaining toes swelled. Her toenails ripped off, making way for sharp white claws that dug into the fronts of her boots, the metal plates rising up. The lone buckles around her ankle snapped against her growing feet. The seams ripped from one side of each steel plate to the other, her heels extending up into the air, pulling her feet out of her boots.

Her animal hands stretched up above her, readying for a strike.

“It’s like a caged animal trapped inside me. It’s in pain like me,” Ruby thought, “It’s trying to defend… no, WEISS!” 

Ruby slammed, her hands into the ground, growling defiantly.

Weiss stared dumbfounded at Ruby’s boots hanging limply over beastly animal feet. The pale white skin becoming a memory as the darkness consumed it, flakes of her stockings scattered around her. Weiss felt uneasy and queasy, watching what remained of her teammate’s footwear and stockings, fighting to contain her legs. The muscles within her legs popped like popcorn as the bone cracked. Weiss found herself starting to look up as Ruby stood taller, staring down at the small human.

“Crush like an ant!”

“So small and fragile!”

“Crush the enemy!”

What remained of the clothing around her thighs finally gave way to the bulging muscles. Her spine cracked and snapped, pained roars and growls, fabric groaned behind her, tearing around her new growth. Ruby’s ears twitched, her eyes clamped shut at the sensation of a broad appendage growing out of her tailbone, her darkening flesh stretching in time with the new extension to her spine. Her hips joined in pushing outwards as the bones creaked, widening, pushing her clothing past the point of no return. Clumps of black fur sprouted through her new appendage’s skin, each clump grew thicker, creating a gentle flow of black that graduated to a few white streaks, a tint of red forming amongst the black. 

The ground shook violently as Ruby slammed her hands into the ground, Weiss toppled over from the small shockwave. She stared at the Grimm beast, still caged by Ruby’s cape and top clothing. A small squared spike grew out of the back of her thickening neck, six more matching spikes breaking through skin and clothing in rapid succession.

Ruby gave a long and loud growl, her breathing deepening with a slight rasp too it. Her back muscles spasmed and ballooned as her spine grew thicker, becoming stronger. The front laces on her corset snapped, Ruby’s head shook rapidly as a loud ripping occurred, a muscular back and chest exploded out of the remaining clothing.

Weiss cautiously stepped forwards, Ruby’s signature black hair with red streaks growing longer and thicker, like the fur sprouting out of her back.

“Rub… Ruby,” Weiss stammered, “You… You're a Grimm.” She placed her hand onto the creature’s muzzle, casting her eyes over the cape wearing Grimm, recognizing the beastly frame of a Beowulf. 

The Beowulf lowered it’s head, whining in fear, it’s human looking eyes gained a glowing yellow centre. It raised it’s right hand, claws aiming down at Weiss.

“You know you want to!”

“Do it. Strike her down!”

“Claim your prey!”

Weiss closed her eyes, “I’m not scared of you!” she said defiantly, “You're better than this Ruby! I know you're still in there somewhere!”

She felt the warm breath sweeping through her hair and down her neck, followed by something falling on top of her head as her body was knocked to the ground. Weiss opened her eyes stunned at the sea of red fabric, she quickly pulled it off. A loud splintering noise filled her ears as she looked behind her to see the cabin’s main door was now in pieces.

“RUBY!” Weiss called, getting to her feet. She looked down, her fists clenching around Ruby’s red cape.

Weiss dropped to her knees, tears streamed out of her eyes as she let a loud scream, crying like a newborn baby into her partner’s cape. 

“Weiss?” 

Weiss looked, her tears blurred the vision of a trio of friendly faces, “Ren.” Her voice shook like her body. Ren knelt down, placing a hand on her shoulder. 

“Where are the others?” Nora asked, looking worriedly at the torn clothing behind Weiss, before glancing to Pyrrha worriedly. 

Keys clattered into the white and blue ceramic bowl. A tall man threw his jacket over the sofa as he sat down.

“Is that you Ocotlan?” 

“Yeah mom, it’s me!” Ocotlan called, letting his hair down from its ponytail. 

He slumped down into the sofa, rubbing his eyes.

“Hello! I am Professor Ozpin!”

**Notes for the Chapter:**

> Major credit to the guys over on the r/rwby reddit discord-  
> Punisher143  
> Sgt Chrysalis  
> Kingtape  
> Randomname3064  
> Quantum_Tarantino 
> 
> Major thanks to my friend, editor and follow author JDRIZZLE


	3. Chapter 3

**Summary for the Chapter:**

> Plans are moving forwards.

“Ocotlan, please listen!”

“This isn’t real. Could it? No, those mind probes Sandy told me about. Are they trying to make me a huntsman!” Ocotlan banged his head against the wall, sighing in frustration. 

“I don’t want my flat damaged by all that banging around, Ocotlan.” his mom called from behind the closed door.

“Mr. Gold, please. It is vital we speak to Professor Lionheart at Haven Academy,” 

Ocotlan sat down on the end of his bed, burying his head in his hands. His right leg nervously shook like a jackhammer threatening to drill through into the flat below. 

“I know!” he called at last, grinning happily as he grabbed his jacket. Ocotlan was going crazy. He had to be. Maybe a doctor would know? Yeah. That seemed reasonable. Go to a doctor.

He hurriedly exited the flat, slamming the door behind him. 

"Ocotlan, I know you're concerned right now, but this is not a medical emergency. I am very real and I need your help quite badly."

Ocotlan cried out in shock suddenly, tripping over his own two feet. Before he could fall down the stairwell, he was halted by something that wasn’t strong enough to prevent his fall from continuing. He grunted to himself, feeling something soft against his face amongst the pain in his body as he reached the bottom of the stairs.

“Are you fucking serious!” 

Ocotlan gasped, his eyes widening in shock as he jumped back looking down at the dark brown stain spreading around a lilac top, its wearer, a very angry older sister scowling at him.

“Lilla!” 

“This was a brand new top, you rat!” Lilla shrieked, eyeing the stain, her hands clenched into fists.

Ocotlan stammered, panic flowing through him. He ducked under one of Lilla’s punches followed by another, narrowly missing it.

“Got to go!” Ocotlan blurted out before bolting away like a frightened animal.

“Ocotlan.”

“Shut up!” 

“What did you say! You get back here you little weasel!” Lilla screamed. 

He ran, brushing past people as he entered the town centre. He panted heavily, ducking down into an alleyway.

“Thanks a lot!” he said, his tone sharp and disgruntled. He placed his hands against the wall staring down at his feet. 

“I do apologize.”

“Yeah well your apologies aren’t going to save me from getting beaten up by her!” he snapped.

Silence fell over the young man for a few seconds before he started chuckling to himself. 

“I really have gone mad!” he exclaimed, shaking his head as he backed away from the wall, “Talking to myself, they do say that is the first sign of madness.”

“The world is certainly that at the moment. Listen, let’s start from the beginning, I feel I owe you that.” 

Winged Beringels circled the old dark purple crystalline tower. Salem’s council sat around a large round table. They all stood to attention as Salem strode in, moving around the table towards a jagged purple throne.

“Please be seated,” Salem said, clasping her hands together as she sat down. 

Her red eyes scanned all her subordinates before giving a small smile. 

"The prodigal daughter has returned to us, I feel congratulations are in order.” Salem hovered her hand over Cinder’s shoulder for a teasing moment before, resting her hand on Neo’s instead. She glared down at Cinder disapprovingly. “Acting like a child will always lead to your downfall.”

“Neopolitan, was it?” She almost cooed as she turned back to Neo with a broad smile on her face. “Well done. Because of your efforts, our ranks have grown to include a maiden. A considerable achievement for even my most trusted, and yet you have managed to impress me further. One of Ozpin's prized Relics now sits before me, and Atlas sits in ruins. This is no time for celebration however, victory is never so assured. But know that I will remember you, Neopolitan, and I shall reward your service."

Neo nodded towards Salem before shooting a smug look at Cinder. 

“As you have all seen or heard by now, the Leech has proven successful in our tests.”

“What is the next target?” Hazel asked, glancing over to Salem. 

“Thanks to one of Arthur’s contacts, we have access to a list of all known Huntsmen and Huntresses still active. We’ve picked out five targets for a change of heart.”

“What about Emerald?” Cinder interrupted.

“You have yet to make up for your failures Cinder.” Salem’s head sharply turned, her eyes glowing slightly as she glared towards her underling, “As for Emerald. I have a perfect use for her, one that will see her never failing me again.”

“I knew she didn’t have the heart for this kind of work!” Watts muttered, his lips curling into a smirk.

“What targets would you have us silence, Mistress?” Tyrian said, snickering as he made a slicing gesture across his neck. 

“No deaths needed yet Tyrian. You will all be assigned a target and a syringe of Leech.”

Tyrian began to cackle softly at the thought of creating even more chaos within the kingdoms. Suddenly, the large wooden doors opened, revealing a male and female wearing Grimm masks being escorted into the chamber by Merlot. 

Hazel and Tyrian growled, getting to their feet and staring holes through the intruders.

“How dare you!” Tyrian snapped, climbing up onto the table, his robot scorpion tail swaying behind him.

Merlot opened his mouth to speak as Adam stepped forwards.

“Forgive the intrusion. I am Brother Adam, future leader of the White Fang.” Adam knelt down, lowering his head. 

“You may speak,” Salem calmly said, “Hazel, Tyrian, take your seats.”

Adam stood up, “I come seeking an alliance with the one who will rule Remnant.”  
Salem leaned forwards, pressing her fingers together. She looked at how Adam was relaxed, standing confidently before her whilst his partner came off as tense, holding her right arm and looking away from her. 

“Is this true child?”

“Ye… Yes ma’am,” the girl replied. 

“Please forgive Ilia’s nervousness,” Adam spoke up, stepping in front of Ilia. 

“What is this alliance you speak of, boy?” Hazel grumbled, folding his arms. 

“I understand you have great power and I wish to join your side. All I ask is you assist me in overthrowing Sienna’s weak leadership. In return you shall have the support of the White Fang,” Adam stated, lifting his head high, never taking his eyes off of Salem. 

“You're suggesting using the Faunus as soldiers?” 

“The White Fang have been fighting for years. When given the motivation of more equality, they will follow me.” Adam bowed down, “And you, of course.”

“Hazel, go with Adam and get the information on Sienna. Ilia, you shall remain here as insurance for the time being. Cinder will show you to a room.”

Ilia looked up at Adam, fear creeping into her eyes. 

“For the Faunus.” Adam said, nodding towards her as he placed a comforting hand on her shoulder. 

“You may go.”

Salem’s council steadily got up and began to leave the room, all except Tyrian. He knelt down next to her throne. “My mistress. I wish to continue serving you. I wish to become stronger to ensure your victory. Allow me to accept the Leech!”

Salem eyed Tyrian suspiciously before giving a small smile. "This is not a request to be made lightly, Tyrian. You have served me well, and the Leech will not change that. Do not think that your dedication has gone unnoticed. Take this Leech," she handed over a small vial filled with a black substance, "This choice is yours to make. No matter your decision, I will have use for you yet."

Tyrian cackled, taking the vial. His pupils dilated as he shook the liquid about. He necked the liquid, shattering the vial on the ground. His maniacal laughter echoed around as his body began to spasm and crack. His prosthetic tail snapped off as a Deathstalker stinger erupted through his back. He arched his back, dragging his growing claws down his face. 

Ocotlan slumped against the wall, holding his head with his hands. A horrified look spreading into his eyes. 

“I’m sorry if this caused you any distress.”

“No. It’s just the Grimm conspiracy. It’s real! Someone actually controls the Grimm.” Ocotlan muttered, nervously twitching.

“Now you understand why I need to get to Professor Lionheart.”

“I have a question,” Ocotlan spoke up, breathing deeply as he stood, his eyes glancing up to the left, “What happened to your previous host?.” Ocotlan heard Ozpin sighing mournfully. 

“Oscar Pine was my previous incarnation. He was kind hearted and strong but tragically lost his life during the Battle of Atlas.”

“How?”

“The last time I kept secrets, an innocent man lost his way. Now’s not the time for secrets. Hazel Rainart was assigned to torture me out of Oscar so Salem could get information. Oscar bravely refused to allow me to take control, protecting me till the end. His actions might have saved a few people and bought me time.”

“If I get you to Headmaster Lionheart, will you leave my head?”

“Unfortunately we are one until you die.”

“Well, given what happened to my sister’s top, that may be sooner than you think!”

After a long walk, Ocotlan found himself entering through the main gates of Haven Academy. His eyes marvelled at the grand black, brown and white buildings surrounded by lush green grass.

“Why does this feel so familiar?” he pondered, walking past a group of students. 

“Because I--we--have been here countless times. I was here when the first brick of Haven Academy was laid.”

Ocotlan shook his head stopping outside a large building, exhaling deeply as he extended his hand up to the door. “I can’t believe I’m doing this.”

“Mind If I take over?”

“Take over what?” Ocotlan said, startled as his hazel eyes flashed. He marvelled at how his body was frozen yet still moving forwards and his senses were still there. He could feel the wood on the door as it was pushed open, the warmth on his skin from the fire dust lamp above the door. “So this is what it feels like to be in your shoes?”

“Sorry. The first time is always the roughest,” Ozpin explained.

“Just please don’t make us do anything stupid.”

“I promise.” Ozpin said, chuckling silently to himself recalling how in a previous life he had released control whilst his host’s hands were on his crush’s shoulders. 

Ozpin strode through the grand, empty hall and up the curved staircase. Raised voices filled the air as Ozpin reached the wide corridor leading into the headmaster’s office.

“We need a plan! There’s no sign of him yet.”

“I agree, but we can’t act without him, that’s not how things are done!”

“Gentlemen, please. I agree that we need a plan. It won't be long until she decides to attack Haven or Shade.”

Ozpin pushed open the large doors, allowing them to swing open and slam shut behind him, stunning the trio into silence. Qrow placed his hand on the hilt of Harbinger at the sight of the stranger.

“Glynda, Qrow, Tai.” Ozpin stood firm and strong as he addressed the familiar faces.

“Oz?” Qrow relaxed. Stepping forwards he reached for the hilt of Long Memory attached to his belt before throwing the weapon over to the young male.

“It’s good to see you all again,” Ozpin smiled, catching his weapon. His eyes scanning it as Tai stepped forwards, folding his arms.

“And where the hell have you been?” 

“Reevaluating. After Oscar’s death, I didn’t know if I could take on a new host,” Oz stated, sorrow filling his eyes. Tai and Qrow looked at each other, disheartened at Ozpin’s words.   
“So it’s true. Oscar died during the Fall of Atlas,” Glynda spoke up, leaning forwards in her seat behind a curved desk.

“I’m afraid so.” Ozpin said, lowering his head, “Did you say Fall of Atlas?”

“Atlas fell Oz,” Qrow stated, his gravelly voice sounding a little choked up.

“James… I mean General Ironwood’s gone too, along with the Maiden and the Relic,” Glynda stated. Ozpin looked as his old friend, in all the time he had known her, this was the first time he had really seen her fighting back tears.

“I’m sorry. We did try,” Ozpin commented, unsure of what to say to comfort Glynda. 

“I’m starting to think Raven’s right about fighting Salem.” Tai sighed, resting his hands on the desk with his back to Ozpin.

“You can’t say that!” Qrow blurted out, his eyes widening in shock at Tai’s words, “Do you want Salem to win!?” 

“You know I don’t, but...” Tai began, clenching his fists. His eyes closing, teeth gritting in rage, “I was planning on filling you in after this meeting.”

Qrow looked concerned, reaching out towards his teammate. 

“The rescue team sent out to find the girls arrived a few hours ago. Only Weiss was with them,” Tai explained, punching a dent into the desk, releasing a few tears. Qrow slumped into a small curved chair next to the desk, a look of despair and dismay spreading across his face.

Emerald winced for the tenth time as Dr Merlot plucked another fingernail, dropping into a small petri dish with nine others.

“Sorry for any discomfort but this way makes it a lot easier for the claws to grow.”

“Claws?” Emerald asked, “What do you mean?”

The scraggly doctor chuckled to himself watching Emerald struggling against the clamps pinning her to a slanted metal table. 

“I wouldn’t struggle. As much fun as it is to watch my test subjects squirm, the Leech tentacles don’t like it and burrow deeper.” Merlot called, gesturing to his neck. 

“You won’t get away with this! Cinder will..” she snapped trying to lunge forwards. 

“Cinder can’t do anything, my dear,” Merlot stated, running his hand over a table covered in various tools, “She follows Salem like the rest of us. Though I hope I get to experiment on her fine form someday too.”

Emerald felt sick, hearing a hint of glee in his voice. He turned back to face her, clutching a pair of pliers. A smirk crossed his face as he approached her, locking the pliers around one of her teeth. Emerald tried to bite but found the doctor’s grip on her jaw tight and firm. 

He slowly began to wriggle the tooth around, steadily getting rougher as he looked up at the young woman. “Do you know the rhyme of this little piggy? My mother used to say when I had been a bad boy and needed a tooth removed as punishment.” His movements became sharper and more aggressive, tears left Emerald’s eyes as she screamed out in pain as Merlot pulled out the tooth.

“Salem wanted me to make it hurt, traitor. But this is a mere taste of the pain you will endure. Besides, your new form has no need for teeth.” He clipped the pliers onto another tooth this time sharply yanking it out. After a few minutes, Merlot backed away as Emerald spat out a mixture of black and red. 

“I see the Leech is your bloodstream.” Merlot stated, backing further away. 

Emerald struggled about, tugging at the restraints holding her down. Merlot glanced at her neck watching separate tentacles branching off the two larger ones. Her head shook at the dull drilling feeling of the smaller tentacles burrowing through her skin.

“Ease off on sedating her. I want her to witness Salem’s design coming to completion,” Merlot called, cutting off the final toe.

Emerald’s head swayed about, her vision seemed to be blurring as a sick feeling washed over her stomach. Merlot clicked his tongue pulling out a small orange and white device, it’s tip slowly starting to glow red as he clicked a switch.

“No time for sleep!”

Emerald shook herself awake at the sound of Merlot chuckling. “This may get a little messy my dear.” Merlot stood over her, lowering the table down. Emerald winced as a bright light caught her eyes.   
“Try not to squirm.” He pressed the device into the centre of her skin just above her belly button, the laser burning its way through the skin. Emerald couldn’t help but squirm and grunt as tears fell from her eyes. Merlot grumbled carrying on as his neat line was getting screwed up. 

The minutes ticked by as Merlot calmly worked away paying no mind to Emerald’s cries of agony and torment. Emerald went silent, blacking out from the pain. Merlot glanced up at the unconscious woman and sighed, returning to his work.

“Hollowing you out isn’t an easy process but yeah that’s the design to leave you as a shell,” Merlot replied, starting to free her stomach, “I must thank you though for donating your organs. I look forward to testing them in my future works.”

Emerald looked around walking through the deserted streets, fire flicked amongst the rubble of destroyed buildings. A cloud of thick smoke burned the back of her throat as it lingered around, her eyes water the smoke burning them slightly. Pained, scared screams echoed around her.

“Downtown... Vale?” she muttered, the smoke lifting. 

Her lips trembled at the sight of a grey haired figure laying in a pool of red. The shallow breathing of the figure grew closer as Emerald approached them.

“Mercuri!” she exclaimed, kneeling down next to them, “What happened?”

“You….you did this,” Mercuri said, wheezing as she tried to sit up pointing towards a shadowy figure.

Emerald gasped as the shadowy figure turned around revealing a very familiar figure. From head to toe, the figure looked like Emerald though her skin with pale white and her usual skimpy attire was replaced by a smoking black dress that seemed to flow behind her.

The dark Emerald smirked, floating off the ground sweeping gracefully towards her encircling Emerald like a fierce Nevermore. Red smoke plumed around the two as images began to form in the smoke. 

Emerald cried in pain, a black liquid seeping out where her left kidney was. 

“I was always hungering for praise!” Emerald looked up seeing an image of her normal self standing over the crumpled body of Cinder. Red flames burned out of her eyes as she drew back her green curved blades above her head. 

Emerald cried out again feeling a sharp twinge in her right kidney. Her hand pressed into the cold black goo passing through her skin. 

“You shall achieve greatness, my child!” 

She looked up, seeing herself kneeling before Salem a battered and broken Ruby Rose wrapped in chains lying between them.

Thunder rumbled overhead as a loud scream sounded out. An image of Mercuri being impaled by Blake and Weiss appeared in front of her alongside an image of a green curved blade cutting across Yang’s back. Blake lunged at Emerald receiving a fiery blast to the face. 

Emerald gasped the image of herself turning towards Tyrian and Watts. Her manner of dress was completely different and more akin to what Cinder would normally wear, the short red dress with now a light green with dark green accents.

“Stop messing around and kill them!” Watts grunted out his aura breaking like his neck as Nora slammed her hammer into it.

“You yearn for the security the power of the Maidens will give you. To be like Cinder. To gain the praise from a mother figure. You shall fail without me!” Dark Emerald stated, “You shall lose everything.”

“I tried to be like she wanted! I tried to please her, and tried, and tried, and... I couldn't do it. I couldn't kill hundreds of innocent people, not again. ” Emerald exclaimed, tearfully dropping to her knees. Emerald wept, staring at the ground. She knew what she had seen lingered in her head but she had shut those thoughts down.

Flashes of her memories began to appear before her. She remembered meeting Cinder for the first time, she had been impressed by her semblance and had tracked her down after she had robbed a guy. The image of Cinder distorted, twisting into a shadowy figure. Her voice soothing and caring yet her eyes felt sinister. 

“Come with me child. I can help you.” 

“I owe everything to Salem, even my loyalty.” she thought to herself. “I tried to escape but only Mercuri got away. I wanted a place in the world, a family. I wanted to prove I was worth something.”

“Oh, that can still happen!” Dark Emerald said, her voice distorting into a cackle as she drove a misty fist through Emerald’s back.

“A powerful subject you shall be!” a voice echoed around her. 

“Dr Merlot is she ready?”

“She is.”

Emerald jolted awake to see Salem staring at her, a faint draft flowed through the hole in her chest. She looked down to see her ribcage was exposed with only her beating heart pulsing.

“Relax child. This is the end for your soul. I told you before I don’t like failures in my ranks!” Salem reached out her hand, a small Seer slithering down her arm. It floated into her hollow chest, it’s glassy head opened up like a segmented orange.

Salem watched with interest as the Seer’s head closed around Emerald’s heart. She reached a hand through the ribs, gently pressing it against the Seer. The Grimm chittered to itself, growing bigger.

“You can free her now Doctor,” she said, stepping backwards with a gleeful yet sinister smirk on her face.

“As you wish.” Merlot replied, stepping to the side of the table. 

With a few button presses, the table rose to an upright position. He’s eyes locking on a small black line running around Emerald’s lower torso, a faint hint of smoke steadily forming out of the line. The clamps whirred, releasing Emerald her fearful eyes locking onto Salem’s cold ones.

Two dull thuds sounded out followed by a strained scream from Emerald as she looked down to see her legs laying there on the floor. A long pointed tip appendage grew out of her bottom of her torso black smoke wrapped around it forming a shrouded tornado. Her body bobbed slightly, floating off the ground.

Emerald screamed, arching her back, her dark skin disappearing under a sea of white that spread around her face. Seer tendrils broke through her skin around her tailbone forming a lone red tail with four bladed spikes sprouting from the tips. Twin circles of red appeared on her upper back as eight hollow syringe-like spikes grew out from the circles gently being pushed out by a pair of segmented tentacles diverging out like wings.

Two white spikes grew out of her shoulders a blend of black and white appearing between her shoulders and arms as the latter began to change. Emerald whimpered watching long jagged white claws growing out of her fingers whilst her fingers became bony looking and slightly longer.

Emerald looked up at Salem unable to speak a word as a gap formed in her forearms. She clenched her hands into fists deeply inhaling and exhaling, her teeth gritted. Salem smirked staring into the hate filled eyes of the deformed human.

“These hands. I remember them wrapping around Cinder.”

Emerald cried out throwing both her fists towards Salems, her arms stretching like elastic. A smooth chuckling left Salem’s throat as she held up a hand halting Emerald’s fists. A horrified look crossed Emerald’s face at Salem’s smug smile. 

“That….that wasn’t me. Why would I attack her!”

The young girl’s head snapped backwards, a long continuous screech filled the room. Her mouth opened up, her jaw locking as a deep red glow emitted from within her mouth. White colouring spread from the roots of her hair graduating to grey. A red glow spread across her eyes.

“She’s beautiful,” Merlot said, staring in awe as Emerald’s head snapped back.

Emerald couldn't move. she could sense the world around her. She could still feel the tentacles burrowed into her neck, but couldn't move her own arms to pull them free. She was a passenger in her own body, one who could feel the brush of air flowing through her nearly-empty chest and hear the sound of the Seer as it jostled her ribcage with each motion.

“The Parasite was a worthy test,” Salem calmly stated, approaching the creature, “Perhaps, Doctor, we can further your experiments.”

“What did you have in mind, Mistress?” Merlot asked, stroking his chin as she walked around the Parasite. 

“I want you to make a Grimm hybrid with aura from a single person.”

“In theory, it might be possible. The Leech would have to be coded to ensure the subject remains more human to keep the soul. Who’s the target?” 

“Hazel.”

Salem exited the room as Merlot sighed looking up at the Parasite’s eyes. “One day I’ll get to experiment with Lady Cinder.”

Watts strolled up to Salem in the corridor outside the labs. 

“Doctor Watts I assume you have good news for me?”

“I do your grace,” Watts said, bowing respectfully. He held up a scroll with an emerald stud on the back. 

“The child’s scroll?” Salem said, a look of intrigue crossing her face. 

“According to her contacts. Miss Sustrai had multiple messages from a MM, my guess would be this is an agent who helped Mercuri escape and would have helped Emerald as well if Tyrian hadn’t caught her.” Watts explained, stroking his moustache with sinister intent. “I'll find their location and send Tyrian at once your grace,” he bowed, turning to leave. 

“On second thought. Send the Parasite. I wish to see her in action.” 

“As you wish your grace.”

Salem watched Watts walking away before smiling as she turned towards a small brown door labelled “Guest Quarters”. “Time to begin the next phase. What will you become my child?”

**Notes for the Chapter:**

> Major thanks to Sgt Chrysalis, Randomname3064 and JDRIZZLE for their help in proofreading and editing.


	4. Fusion Part 1

**Summary for the Chapter:**

> The Parasite is loose looking for its first target but it soon finds three.

Melanie sighed as she ran a finger around the rim of her flute shaped wine glass. She considered eating one of the crunchy pretzels in front of her before sighing and throwing it back onto the plate, back to its family. Her tired-looking eyes glanced over the stockpile of weapons scattered on the empty dance floor then back to her scroll as another match of Crystal Match started up.

“Melanie, do you know when Junior is getting back?” Miltia asked from where she was sharpening her dark red claws, sitting on a crate.

“I don’t know Miltia. Maybe he got eaten!” 

“Do you think we should have gone back to Mistral when mom offered last time?” 

Melanie eyed her sister she knew what her twin was on about. The Spiders were an underground gang working in the trade of information, it had been where the twins had grown up before moving to Vale but now Vale was abandoned by the Huntsmen but the twins had stayed behind with Junior to help him run his gunrunning venture between Vale and Vacuo.

“Maybe. If Junior doesn’t bring any supplies back from Vacuo,” Melanie replied, glancing down at the plate of pretzels.

“I did tell you we need to ration but you can’t help but eat your weight in food!” 

Melanie scoffed, throwing a pretzel at her twin as she rolled her eyes. “Very funny!” 

“WHERE IS HE!” a shrill voice boomed from the entrance hall. 

“Here we go again!” The twin muttered in unison, shooting their eyes towards the top of the stairs as a dark-skinned woman slammed open the large black doors.

“I ask for weapons to be delivered on time and there’s nothing at the ports so where is that bastard!” 

“Sienna...hush!” Melanie ordered, smirking as Miltia made a zipper motion across her mouth, “Junior is still in Vacuo he was having some problems according to the messenger.” 

“Where is this messenger? I need him to get a message to Junior now!”

“Sleeping with the fishes!” The twins said in unison, smiling at each other. 

Sienna looked from one girl to the other, confusion and anger spreading across her face.

“What?” Miltia smiled innocently before returning to sharpening her weapon. “He died after delivering the message and you know corpse smell is really bad for our health,” 

Sienna eyed the stockpile sitting on the dance, her eyes glinting as she smiled, her hand reaching for her weapon, Cerberus, wrapped around a hook on her waist clincher.

“Tell you what. Given you got that lot over there. I’ll take that lot and you can stockpile the next lot.”

Sienna moved towards the dance floor, prompting Miltia to stand up, taking a defensive stance as she blocked Sienna. Melanie jumped over the bar, moving behind Sienna, twitching her fingers as she flashed her blades on the back of her boots. 

“Girls this can go two ways. One I leave here with the weapons or two we fight it out and I leave with the weapons.”

The twins looked at each other, tilting their heads slightly as they cocked their hips.

“What do you think Melanie?”

“I don’t think we should Miltia”

“I say we teach her a lesson”

Sienna unravelled her chain linked whip, smiling when suddenly her tiger ears twitched flicking towards the door.

“I think she’s scared!”

“I think so too!”

The twins began to circle Sienna whilst Sienna focused her attention towards the door. Her shoulders tensed as she got into a crouching position. 

“After you Miltia.”

“Quiet! Someone else is here!” Sienna snapped, glaring at both of them.

“Excuses!” the twins called, smirking. 

Suddenly the doors were forced open, the hinges snapping as the doors went flying down the stairs.

“The bimbo’s back.”

“There’s no explosion though.”

Sienna’s eyes fixed on three glowing circles in the darkness, her eyes widened in shock as the Parasite floated into the light. The twins took a step back, their jaws dropping in fear.

“Sis isn’t that the chick who wanted our help in smuggling her to and her friend to Vacuo.”

“I can’t be. Emerald wasn’t a Grimm.”

The Parasite chittered as it floated down the stairs, it’s tendril tail gently swaying behind it. It glanced from Melanie to Miltlia several times. Sienna glared, spinning her chain around as she locked eyes with the Grimm.

“What are you waiting for, it's just a Grimm!” she called. 

The twins felt their bodies starting to shake, slowly backing away from Sienna, glancing at each other.

“You seem to be the expert!” 

“Miltia’s right we fight people, not Grimm.”

“I’m surrounded by pussies! Fine, I'll do it myself!” Sienna cried out, quickly dashing forwards, her weapon spinning around like a saw blade. 

She swept upwards, dragging the diamond tipped blade through the air aiming for the Grimm’s neck. The creature chittered in a mocking fashion as it shifted backwards, Sienna twirled her body whipping the chain back towards the creature before bringing it around for a second strike cutting across the creature’s left cheek.

Black smoke rose from the dripping wound as Sienna gave a short, confident smirk only to lose it at the sight of the wound healing. She backflipped away, dodging the creature’s rapid punches towards her, successful dodging six before one caught her off guard. She slid backwards, snarling like a wild animal as she swung her whip down, an orange curved streak shot towards the creature exploding on impact. Smoke rose from the damaged skin of the Grimm as it slowly began to heal. Sienna looked towards the weapons crates, an idea crossing her mind like the devious smile crossing her face.

“Shall we Miltia?”

Miltia glanced over the fight and then back to her sister, “Why not Melanie!” 

The twins took their chance, weaving around each as they charged towards the Grimm. An excited chitter left the creature’s mouth as it began to throw strikes towards the two attackers. Miltia rolled under a punch that splintered the flooring, sliding towards the smoky looking tail, she drove her claws across it. 

She gave an excited cheer, looking back expecting to see part of its body on the ground only to see nothing. Melanie jumped towards the creature, extending out her leg. Her heel scrapped along the Seer’s glassy head as she knocked it back.

“It’s solid near the top!” she called, following through with a series of sweeping leg motions that brought her blades close to the Grimm’s chest. Melanie gasped as Grimm wrapped its hand around her calf. Its body began to rise high, lifting Melanie off of the ground. 

“MILTIA!”

Miltia looked up helplessly Melanie struggled against the creature’s grip trying to free herself, “It’s a long way down but thank fuck for Aura!” she thought.

The Grimm threw Melanie at the dancefloor before lowering down towards the ground.

“MELANIE!” 

Miltia cried out, leaping towards her the creature, furiously shrieking as she slashed at the creature who mockingly chittered dodging each and every one of her strikes. The Parasite pulled its hands back, sharply thrusting them forwards into Miltia’s chest, pushing her back to her sister, it’s arms stretching like rubber. It grabbed Miltia by her feet, throwing her up and down hard several times before dumping her on a weapon’s crate.

Black holes appeared on the Grimm’s skin as the loud cracking of a gun firing filled the air. The creature turned, seeing Sienna reloading a white and blue assault rifle. 

“Will you just die!”

Sienna squeezed the trigger, unloading more bullets towards the creature. A loud high pitched screech filled the room forcing Sienna to clasp her ears in pain, the gun clattering onto the ground. She gave a startled yelp as she was pulled down to the ground, being dragged across the floor. Sienna twisted round, throwing Cerberus around the creature’s neck.

The creature rose up higher, wrapping its other hand around Sienna’s free leg. Slowly the Grimm began to twist its body, spinning around pulling Sienna along with its motion, steadily increasing speed until the creature stopped, slamming Sienna face first into the floor. Her orange aura flickering upon impact.

The Grimm dragged Sienna closer to it’s smoky lower half, it’s tendril tail separated extending through the smoke, wrapping around Sienna’s wrists, Sienna struggled, trying to pull away. The more she struggled the tighter the Grimm’s grip on her calves and wrists. She let out a loud scream as the creature pulled her arms behind her, forcing her back to be straight as she was restrained on her knees.

“Aren’t you going to help!” Sienna cried out, catching sight of the twins getting to their feet.

“What do you think?”

“I think it’s better for her to be eaten rather than us!”

“Quite right we’re important. Shall we move location Melanie?”

Melanie didn’t respond, her gaze locked onto the two red tentacles appearing above the Grimm’s head, the tentacles segmented into four separate tentacles. Two slivered down to either side of Sienna’s neck whilst the remaining six shot out towards the twins. Two sharp spikes punctured into Militia's shoulders with one just below her neck. 

Miltia screamed in sheer agony as she was flung backwards into the bar, the spikes growing longer, piercing through her shoulders and into the bar.

“MILTIA!”

Melanie ran up to her sister, blood starting to trickle down her skin as the tentacles separated from the spikes. She reached up, grabbing onto a spike, smoking starting to rise from it.

“FUCK!” Melanie exclaimed, withdrawing her hand, “It can’t even touch it!” She looked at the partial burn mark on her right glove fingers.

A loud scream escaped Melanie’s mouth as she felt something hot, piercing her right calf, she looked down to see three spikes buried into her calf, a small stain of red starting to form on her boot.

Melanie watched as a small chitter filled the room, two spikes pressed into Sienna’s neck, trickles of blood ran down her neck as they punctured the skin. Slowly the creature slackened it’s grip on Sienna, dropping her to the floor. 

Melanie stared horrified at the sight of Sienna’s body spasmed about whilst she gagged and coughed, her breath became visible as she breathed out of her mouth. She huddled her arms around her shivering, her skin starting to turn pale. Her back snapped, arching up upwards, violent pops emitted from within her spine. A lump formed in the rear of her trousers, with a loud tearing noise a narrow bony point pushed through, gently snaking down her backside as it was pushed away from her tailbone region by more bone until she had grown a long bone tail made up of five sections. A small curved spike grew out just above her tailbone, a second followed shortly afterwards, this one slightly longer and further up her spine. Whilst a few more grew up her spine a large, longer spike grew out of the centre of her spine.

Sienna shot her head up as two small spikes grew towards the top of her spine, an icy blue shade slowly appearing amongst the white on the spikes. Her tiger ears slowly turned black as they grew larger. 

“M...M….Melanie. What’s going on?”

“I don’t know.”

Melanie looked at her boot noticing the material starting to char, her eyes glanced worriedly over to her sister spotting Militia's skin around her shoulders was red and wrinkling, the blood as it started to sizzle. Sienna’s screams of pain sent chills down Melanie's spine, her stomach starting to feel sick and twisted from the pain and heat in her leg. 

Sienna’s upper arms and forearms pulsed like several tiny heartbeats throbbing away under her pale skin. Her eyes squeezed shut at the searing pain spreading through her muscles, a growing heat felt soothing to her Sienna but not enough to quell the cold. Her fingers spread apart as she placed her hands against the floor, bones cracked and crunched within her arm spreading down through her hands and into her fingers. The skin tightened around her arms as they swelled, her grey vambraces tore in half around her expanding forearms. A black color spread down her arms whilst snowy patches formed in the black replacing her tiger stripe tattoos.

Her thumbs retracted back into her bulging hands that were slightly lengthening, her fingers shortened steadily swelling whilst her fingernails popped off, black blood trickled onto the floor, staining her growing white claws that curved inwards.

As black fur grew out of her arms, a patch of white formed on her upper arms and shoulders alongside patches of ice pushing out of her skin over the white skin. Sienna sat on her knees, opening her eyes to stare at her beastly paws.“Flex...come on fingers work with me. No...thumbs...I need my fingers to fucking work so I can fight!” 

Sienna let out a pained yelp, stretching her legs out behind her, pushing up on her toes as if she was ready to start doing pushups. The fabric on the heel of her boots started to strain, the definition of points pressing into the fabric became clearer. Within her boots her little toes shrunk back into her feet, black stains appeared around the toes alongside eight bumps forming in the tightening fabric. She stretched her neck, rearing her head upwards, her scream of pain failing to drown out the cracking bones. A curved spike tore out the back of her boot in unison with eight swollen clawed toes, pushed through the front by her lengthening feet, her new claws scraping across the floor.

Her trousers tore upwards from calves to waist, the remains of her boots following suite, tearing around her growing calves and thighs. The muscles ached as they swelled becoming tougher and stronger. As her trousers slipped off her legs, a large snowy white patch formed on the outsides of her thighs alongside chunks of ice pushing through the blackening skin.

A loud, strained scream filled the air whilst Sienna’s spine started to lengthen, her claws dug into the ground in a feeble attempt to anchor her rear paws to the ground to prevent them moving backwards as her torso grew longer. Her top and waist clincher tightened around her darkening chest, Sienna’s back rose up, the muscles widening and expanding causing the skin to stretch. Her ribs cracked growing larger pushing the sides of her chest alongside the chest itself, barreling outwards tearing her clothes apart.

Melanie watched in fear at the sight of a long white streak forming, running up the line of her spine whilst a large patch formed into the centre of her back spreading down the sides of her chest whilst Sienna arched her back. She could make out six icy blue curved bones pushed into the skin of the sides of her chest, tearing through it shortly after.

Her hair slowly started to fall out as a cluster of spiker black, white tinted fur grew out of her scalp. Sienna’s cries of pain twisted into pained snarls of a hurt animal whilst her neck thickened, slowly lengthening.

Pain swam through her gums as her teeth dropped out whilst her skull cracked. Her nose flattened whilst her mouth surged outwards from her face forming a muzzle. A white mask made of bone spread across her face, a point forming in the centre top part of the mask with two additional points forming out of her shrinking ears. The bone spread over her lips as a hole formed around her nostrils, four pointy teeth grew in between two bone like sabertooth tiger teeth. Two crooked teeth grew out of the front corners of her lower muzzle whilst more grew up the sides. 

The creature shook its head, Sienna grunting as she closed her eyes. A red circle with a dot in the centre forming on her bone mask in the central part of her forehead with a red line extending up from it. 

The Grimm’s eyes snapped open revealing it’s dark void surrounding a glowing red pair of eyes. It snarled as it eyed the two helpless looking humans. The Parasite floated over towards the twins, hovering above Melanie, the Seer chittering as it drew back it’s Leech tentacles.

**Notes for the Chapter:**

> Thanks to SGT Chrysalis for assisting in the proofreading and editing


	5. A Not Native Awakening

**Summary for the Chapter:**

> Team CFVY find themselves wrapped in defending Haven whilst chaos spreads outside the Kingdom of Mistral however the chaos finds it's way to Mistral as one of their own is revealed to be the enemy.

A shaking hand dragged the groaning zipper up, closing the cropped brown jacket around the chest of Velvet. She sighed sitting on the edge of her bed as she slipped on her shoes. 

“Everything alright?” 

Velvet looked up to see the concerned look of Coco, her team leader, looking down at her, her black aviators clasped in her hands. Coco scanned her friend’s face, noticing bags, clear as day under eyes. 

“Yeah I’m okay just tired is all.”

“You sure? I heard you were up again last night pacing around the corridor.” 

Velvet looked away from Coco, starting to play nervously with her golden belt as she sat down next to her. Finally, she looked up, feeling Coco’s hand resting on her shoulder, her eyes seemed concerned yet comforting to the Faunus. 

“You can talk to me, remember?”

The rabbit Faunus took a deep breath, dragging her hands down over her face, “It’s just...Ruby, Weiss, Blake and Yang.”

Coco patiently waited, allowing Velvet to gather her thoughts. 

“They were a strong, amazing team a little unorthodox sometimes but they didn’t deserve to not return home. We don’t even know what happened.”

“They were killed in action according to Professor Goodwitch.”

“That’s a vague term though. How did it happen? How does she know this? What chance do we have? You know teams and morale have been dwindling since Atlas and Shade Academy has turned its back on the rest of us,” Velvet muttered, tears welling in her eyes, her teeth biting down on her bottom lip as she gripped her belt. 

“More than likely it was Grimm,” Coco said, gently rubbing Velvet’s shoulder, not sure what else she could say in regards to their deaths since Grimm attacks hadn’t died down pushing the number of deaths by Grimm up. 

“But...but Ruby had silver eyes. Like in those tales and legends like the Grimm Reaper.” 

“You know how the Grimm work. Overwhelming in large numbers. All it takes is a blindside attack to kill. Remember what happened to Nolan.”

Velvet gulped, starting to feel uneasy, remembering the Griffon swooping down and picking Nolan up off the ground in the festival grounds of Beacon during the Vytal Festival. Her thoughts trailed to watching Nolan shocking the Griffon with his cattle prod, forcing the Grimm to drop him onto the ground from at least fifteen feet, his Aura shattering as he hit the ground. She remembered Yastu calling out as a Boarbatusk rolling towards Nolan, crushing him as it rolled over him.

“How can we win Coco if we keep losing people?”

“I ask the same thing after our Mountain Glenn failure. Goodwitch told me the only real thing we can do is train harder, protect who we can because as long as there are people willing to fight there’s hope. Though that contradicts Professors Port’s statement of winning by surviving.” 

Coco glanced over to Velvet as she slipped on her shades taking note of Velvet’s downcast expression. Coco tightened her grip on Velvet’s shoulder as she sighed. 

“There’s nothing more we can. All we can do is take one day at a day but know this if we are destined to die. Let’s take as many of them as we can with us.”

Velvet looked up, drying her eyes with her hands, “Thanks, Coco.”

“Don’t sweat it.”

“No seriously thank you. You’ve always been there when I need support.”

“It’s what friends do Velv. Now let’s say we get some breakfast we’re due out soon.”

“Sounds good.”

Velvet played nervously with her Pumpkin Petes, pushing them around the milk with her spoon. Yatsu looked up from his cup of coffee towards his long time friend, he placed a hand on her shoulder.

“Penny for your thoughts?”

“Just thinking about something me and Coco talked about earlier. It’s like I can’t switch my mind off.”

Coco removed her shades, placing them next to her cup as she eyed Velvet. 

“Remember yesterday when we were sent out to clear the perimeter. Those Grimm kept coming as if under someone’s control. What if…”

“What if someone’s commanding them,” Fox interrupted, through a mouthful of toast.

“Yeah.”

Velvet looked away and gripped her left forearm, a flash of a Beowulf clamping it’s jaw down on her arm appeared before her alongside the fizzle of brown Aura. The echoes of Yatsu’s cries filled her ears as the flash changed into a severed Beowulf head dripping a black substance from its mouth as it slid off of her arm.

“Something’s not right.” Fox sent 

“It’s not every day your Aura is broken by Grimm” Coco replied.

“Something’s definitely up. The Profs are acting more defensively since Atlas and Beacon fell,” Fox sent.

“I would be as well since the military was halved.” 

“I agree. This is getting out of hand and truthly I don’t like being kept in the dark,” Yatsu tightened his grip on Velvet’s shoulder, “It’s going to be okay. After yesterday I requested we be put on guard duty for a while.”

“Without my authority?” 

“We barely survived yesterday. If it hadn’t been for ABRN and Professor Port we’d be dead!”

Coco stared blankly, it wasn’t every day either to hear Yatsu raise his voice or be this concern about Grimm. Her eyes glanced over to another table, falling on Sky Lark and Dove Bronzewing, like CFVY they had come to Haven after the Fall of Beacon though their leader Cardin Winchester was flattened by a Beringel. 

“We all lost something or someone but we can’t give up hope now. Haven and Vacuo are the last stands and as long as there are people fighting the fight there’s hope.”

“True words spoken by the great Adel!”

“I guess you were right Yatsu. Maybe guard duty isn’t a bad idea assuming we get assigned it.”

“You don’t have to do that one my account,” Velvet protested, slamming her fist into the table.

“Easy,” Yatsu said, comforting, “It’s not because of you, we all need an easier task after yesterday.”

“Speak for yourself.”

Coco punched Fox in the gut as Russel Thrush approached them. 

“Hey, guys.”

“Hey, Russ. What’s up?”

“Nothing much. Just figured you’d like to know Weiss is back.”

“What about the others?” Velvet asked, a look of hope coming into her eyes as her hands went to her abdomen 

The world seemed to spin drowning out the conversation happening around her, she felt a few small beads of sweat forming on her forehead. Her hands quivered whilst her stomach groaned, her ears drooped at the knotting sensation of her stomach. She tried to fight it but found her resistance futile. Her cheeks bulged slightly as she let loose a large pile of vomit over Russel.

“EW….RABBIT VOMIT!”

Team CFVY exited the dojo styled canteen with Velvet coming out last, nervous rubbing her arms.

“Don’t worry about it,” Yastuhashi commented, looking back at Velvet. 

“Nora was always talking about weaponizing vomit!” Fox joked. 

“That’s never happened before. I swear,” Velvet muttered, glancing back catching Russel still trying to remove her vomit from his top.

“As Yastu said, don’t worry about it Velvet. It’s nerves and fear,” Coco explained, walking towards her, “We’ll just have you take it easy for today unless you want to stay here on campus?” 

“I’ll be fine. I won’t be a liability, I promise.”

“Morning Team CFVY!” 

The quartet turned to see Professor Goodwitch approaching them, a stern look on her face.

“You seem troubled Professor,” Coco said, observing the unneat style of the professor’s hair as if she had rushed to get ready or slept in.

“She always looks like that!” Fox sent, via his Semblance to Velvet. 

Velvet gave a small chuckle, she could always rely on Fox’s humour to make her chuckle no matter the situation. Glynda shot a look over at the young Faunus, lowering her brow slightly.

“Is this about throwing up over Russel?” Velvet asked, shying away behind Yastu. 

“You did...that’s not relevant right now! I need you, Huntsmen and Huntresses, on the west side of Mistral today.”

“West side? That’s team ABRN’s assignment normally,” Yastuhashi commented, stroking his chin thoughtfully. 

“Unfortunately ABRN was shipped out last night to assist in Vacuo...”

“But Vacuo said they didn’t want our help,” Coco interrupted, folding her arms as she looked up at Goodwitch. Behind her shades, Coco’s eyes were filled with confusion. 

“I don’t know much but Professor Ozpin sent them upon receiving reports of a new type of Grimm that attacked Team NDGO.”

“Ozpin but Ozpin is dead,” Fox pointed out.

It’s….complicated,”

“NGDO? Are they alright!” Velvet cried out, tears forming in her eyes as she gripped Yastu’s arm tightly. 

“Sadly I don’t know, Ozpin doesn’t have all the information.” 

“They’ll be alright Velvet. Any team that can handle Neptune’s flirting can handle a mere Grimm!” Fox sent, shooting a small nod towards her. 

“No worries Professor. We’ll take care of it.”

“Thank you Miss Adel, I knew I could count on you and your team.”

Glynda turned on her heel and walked away. Velvet slowly released her hold on Yastu’s arm, backing away from him in the process. Beads of sweat merging with her tears running down her face. 

“Velvet?” Fox asked, sensing her mind racing, “Yastu!”

Yastu sharply turned, shooting his arm behind Velvet catching her as she stumbled backwards, nearly falling through the canteen entrance. Coco rushed to her side whilst Yastu lowered her gently down into a sitting position.

“You alright?” Yastu asked, resting a hand on his teammate’s shoulder. 

“This is what happens when you refuse you breakfast,” Fox began, staring down at Velvet’s belly, wagging his finger “Bad stomach!”

“Now’s not the time Fox!” Coco snapped, turning her head round to glare at him, her shades nearly slipping off. 

“It’s fine...I’m fine just came over a little dizzy,” Velvet said, trying to sound reassuring as she got up to a standing position. 

“No, you’re not,” Coco bluntly replied, shaking her head, “I suggest you sit this one out Velvet, maybe get some rest and let your body settle.”

“No thanks Coco,” Velvet said, wiping her eyes and forehead with her jacket sleeve, “I’m a Huntress and no matter what I’ll complete my task.”

Coco looked from Velvet to Yastu then back again, “Okay. But you're on rearguard duty. Not combat unless I say so. Got it?”

Velvet nodded, steadily herself a little as she huddled herself. She moved off with Yastu walking closely next to her whilst Fox approached Coco. 

“Something’s not right with her boss!”

“I know she’s just a little out of sorts today.”

“It’s not that. I can’t read her mind like I normally can with you or Yastu.”

“You think she’s blocking you?”

“Maybe. I’m not sure. It’s like her mind is all over the place at the moment like a bowl of spaghetti.”

“We’ll have to keep an eye on her. The first sign of her passing out she’s brought back to campus.”

“Sure thing. I’ll let Yastu know.”

Coco slowly walked after Fox, her eyes fixing on Velvet as her heart fluttered with worry for her old friend. Her reaction to the news about NDGO hadn’t gone unnoticed by Coco, “Velvet had always been one to shy away even when bullied.” she thought. Velvet always kept her emotions in check when around the team or others, never shedding a tear or gripping Yastu’s arm well she liked to use him as cover but that was different. 

Alarms blared around Mistral as people rushed in panic. 

“ALL CIVILIANS PLEASE PROCEED TO THE BUNKERS IN A CALM AND ORDERLY MANNER. PLEASE FOLLOW ALL DIRECTIONS. THIS IS NOT A DRILL, REPEAT, THIS IS NOT A DRILL!”

Velvet looked around, drumming her fingers against her arm as she watched the Atlesian soldiers ushering people through the street behind her. She knew where they were being taken, the bunkers. “Safety would feel nice.” she thought. Her head turned to where her teammates were preparing to hold the line against the incoming Grimm.

“Can I help at all?” Velvet asked, shifting off the wall she had been leaning against.

“Sorry Velvet,” Coco turned her head. Velvet looked away, feeling Coco’s eyes hitting her from behind those dark aviator shades, “But with the state you're in I’d rather not risk having you in the field. For now.”

“Relax. I’d rather have you covering my back Velv!”

Velvet looked down at the ground, remembering how she had violently coughed until she was sick over Russel and how she had a funny turn before leaving for their assignment of watching over the west side of Mistral. Her stomach turned within her body at the disgusting memory of bringing up what little breakfast she had that morning.

“I feel fine!” Velvet muttered in her head, she didn’t feel brave enough to argue with her leader. 

The ground trembled under the beat of a thousand paws as a large pack of Beowulves charged forth from the woodland area scampering, pounding towards the defence line. Soldiers and AK200’s opened fire, Velvet flinched at the loud cracks coming from each shot. Her hands gripped her rabbit ears as Coco opened fire into the large pack. 

“That wasn’t normal,” Velvet pondered, rubbing her right arm nervously. Her tall rabbit ears folded slightly “Normally I never flinch at gunshots.”

She looked back towards the defence line watching as the creatures pounced, lunging for the kill each time. Metal creaked at the robots were torn or chewed apart, wires spilling out on the ground like the blood running from the soldiers that had been slain. Velvet subtly smacked her lips together, the sight of red making her mouth water. A loud screeching of a Murder of Nevermores swooped overhead, snapped her back to the chaos around her eyes tracing them towards the top of Haven Academy. 

“I hope SSSN can handle them,” she mumbled. 

“We need to push these Beos back before more get here!” Coco shouted, over the sound of her minigun. 

“On it!” Velvet replied, reaching for her camera box. 

She looked up to see Fox and Yatsuhashi jumped in the fray. The ground splinter as Yatsu slammed his greatsword in it, the shockwave tearing through a couple of Beowulves whilst others flew from the impact. Coco’s minigun began to rapidly spit out bullets, mowing through the Beowulves charging at her, Fox chuckled and jumped across her tunnel of bullets, slashing his tonfa blades across a Beowulf’s neck as it leapt toward Coco. A larger, Beowulf covered in more spikes than a normal Beowulf leapt over Coco and began to bound down the street behind them.

“I got it!” Velvet called, sprinting after the Alpha. 

“Velvet!” Coco called, glancing over her shoulder, deactivating and transforming her rotary cannon back into the stylish handbag allowing her to move away from the swiping attacks of a Beowulf.

Velvet’s feet pounded the ground, her hands retrieving her camera from its little brown box on her hip. She flicked through her images, frowning a little at the scratch across the screen, “Guess I got no choice!” she mumbled, locking in a series of images for the coming fight starting with Neptune’s weapon. Velvet slowed her pace, popping her camera into its box, a hardlight copy of his railgun, Tri-Hard, materialized in her hands, she drew up the sight to her eye line as she fired off a dozen shots at the back of the Grimm. The creature let out a low snarl, rearing its head up, sniffing the air. 

Tri hard dissipated shifting into twin revolvers were created in her hands, Velvet remembered having taken the picture of Emerald’s weapons shortly after she had taken down an Ursa Major using Thief’s Respite’s sickle blades. Velvet clicked the small switch that uncurled the sickle blades from the underside of the barrel and launched them at the creature, digging them into it’s back. The blue chains rattled as Velvet pulled herself towards the Grimm.

The moment her feet hit Alpha's back, the copy transformed into Gambol Shroud, wet tears formed in her eyes as she slashed the katana blade across the creature’s back, screaming in rage. The Grimm lurched backwards throwing Velvet off it’s back sharply turning to face her, snarling at her taking a few swipes towards the Faunus who defended with swipes of Blake’s weapon. 

Velvet rolled to the side, the weapon reconstructing into The Long Memory, calling upon the memory of how Professor Ozpin had taught a sparring lesson, fighting against Fox in her first year at Beacon. She gave a chuckle, remembering how Fox had joked about getting the short end of a deadly poke after his defeat. The Grimm stared down at Velvet as she jabbed rapidly into its chest several times, jumping up into and smashing the cane across the muzzle of the Alpha.

The Grimm snatched up Velvet, throwing her like a toy to the left, trash cans crashed as Velvet's body struck them. Quickly, she gathered herself launching copies of Roy’s sawblades from her wrist to halt the Grimm’s charge. Wasting no time, Velvet charged at the charge, drawing back her copy of Cardin’s weapon, The Executioner, driving the mace into the Grimm’s right leg hard bringing it down a little followed up by a second strike to the other leg. A blue fiery explosion flashed before her eyes as she swung the mace hard into the Grimm’s chest, knocking it over.

The rabbit Faunus jumped into the air as Harbinger appeared in her right hand, her left hand clasped around the hilt. The blade aimed down, piercing through the Grimm’s chest. The Alpha snarled and growled in pain, rolling over, forcibly throwing Velvet onto the ground. She rolled out from under narrowly avoiding its jaw as it snapped down towards her narrowing missing her rabbit ears. 

The Grimm bucked its legs backwards, catching her off guard launching her headfirst into a large metal dumpster. Velvet staggered to her feet, her brown Aura flickering whilst she rubbed her head. Her weapon copy changed into Floating Array, the ten swords unfolding out behind her, tears leaked out of her eyes as the memory of Penny fighting in finals at the last Vytal Tournament filled her mind alongside Ruby's voice, joking around when she had mention Penny was the only girl capable of handling so many swords at one time.

The Beowulf charged at her, gunning for the kill on the Huntress. Velvet swept her hand upwards, the swords following her movement, slashing across the creature’s chest and arms, swinging her arms downwards for a follow-up slash.

Velvet thrust her hand forwards, plunging the swords in a circular pattern with one in the centre into Grimm's chest as it jumped up, it’s shadow consuming her. She jerked her hands backwards, rapidly thrusting them forwards in a unison jabbing motion, the hilts clicked and slanted as ten blue beams burst through the Grimm’s black body. Smoke rose from the Alpha’s body dropped over the top of Velvet, partially slumped over the dumpster, her camera beeped indicating that it had finished its cycle. 

Her eyes scanned the dying creature’s body as she stepped back. Her body shook a little whilst she took a few deep breaths.

“I...I actually did it. I defeated a Grimm single-handedly. This feels wonderful...I feel wonderful. I feel all warm and fuzzy, maybe a little bouncy too. This rush, this adrenaline coursing through my body. It’s wonderful.”

She knelt down next to the dispersing Grimm body, resting her hands on it’s back, running a gloved hand over one of its spikes. Her ears folded as she looked with pity in her eyes no longer feeling the body or the spike under her fingers. 

“Rip...tear...shred.. The power of tearing a Grimm...no...a human apart. Human’s the blight on the world. Salem rules all...AWAKEN CHILD...RISE UP!”

Velvet jumped to her feet startled at the deep voice booming in her head, she looked around expecting to see Fox pulling a “surprise” prank on her but she found she was alone in the alleyway. A loud scream echoed around her as a long continuous jolt shot through her body, dropping her to her knees.

Within her chest, her heart pumped, it’s beat increasing as a black colour spread across it. A tar-like substance boiled in her veins washing away the red blood as it pumped from her heart. Velvet let out a loud, pained groan, her hands clutching at her chest as her heart muscles tightened. Her eyes watered, tears leaking out as she squeezed her eyes shut whilst placing her hands on the ground, trying to breathe deeply to relax her heart. She hung her head, letting loose cries of agony whilst beads of sweat formed on her forehead, dripping onto the ground.

Her Aura flicked rapidly like a warning light, fizzling as it broke. Velvet balled her hands into fists feeling a large headache forming alongside a ringing in her rabbit ears. Small black puddles formed on the ground as droplets splashed onto the stone surface, small wisps of smoke rose up from them. Solid white teeth fell onto the ground, some melting as they hit the blood pools, wisps of smoke rose up from them. Velvet shook her head at the slight burn the smoke caused inside her nostrils as she breathed some in. The colour washed from her skin replaced by a pale white, her eyes widening at the rush of pain swelling in her gums. A row of short pointy teeth grew out of her lower gums whilst a large pair of teeth grew out of the centre of her top gum, their whiteness partially stained by her black blood.

Scared whimpers left her mouth as she brought a shaking hand up to her mouth padding her teeth. 

“W-w-what is this?”

She pulled her hand away spying the sticky tar like substance on her glove. Velvet let out a loud cry of anguish, placing her hands on the ground as she arched her back. A dark black colouring spread up from her scalp, veins popped up across her rabbit ears, the skin stretching as they grew wider and longer, black patches skin appeared in the fur whilst her ears slightly drooped. A slow wave of black washed over her fur, fresh black fur sprouted out of her ears filling in the gaps.

“C-Coco..” she wheezed, her teeth gritting against the growing pain in her spine.

Her shorts and belt, that perfectly covered her tailbone, slowly rose up as something grew out of her body. Velvet snarled and bared her teeth like a wounded animal, she arched her back as it slowly rose up like a souffle. She could feel her clothes tightening around her body, her jumpsuit made of a lightweight material tore down the middle following the line of her spine that was pressed into her skin. Her darkening skin peeled away from her spine whilst it slowly grew thicker, crunching as spikes grew out of it. The spikes curved backwards towards her backside. The blackened skin regrew snaking, slithering up and around the spikes, weaving in between the gaps. A sickening snap echoed around her, her cries of pain were drowned out by the twisted pops of her muscles expanding with her back. The sides of her chest pushed out, widening the tear in her jumpsuit whilst her skin tightened, the pores opened unleashing a wave of thick fur across her back.

The changes swelled, spreading into her hands, loud snaps that twisted her pained heart filled her ears. Black stained claws tore through the tips of her gloves, curving inwards slightly, bones popped and cracked as her fingers swelled, becoming closer together. Her gloves tore around her growing, stretching hands.

“W.What am I.I becoming?” Velvet said, stammering as she tried to flex her fingers.

Velvet gulped, she could feel aches growing across her body. She pushed herself up, her legs and arms shaking against the weight of her back.

“It’s like….. pushing three…... Yatsu’s up!”

Blackness slowly crept down her legs, muscles jerked and spasmed causing Velvet to grimace and strain as her thighs swelled, dark veins throbbed against her skin as it stretched to mirror the struggling fabric of her jumpsuit legs. Her shorts tore, her belt creaking against the growing waistline as her hips widened. The growth spread down deeper affecting her calves whilst her legs involuntarily moved, popping as they repositioned representing dark hind rabbits legs. The needle-like tickle of black hairs erupting through her skin did nothing to dull the pain in her legs.

Her breathing grew heavier, low moans of discomfort escaped her mouth as her upper body pushed forwards, her torso barreling out tearing through her jumpsuit. The metal zipper teeth groaned, snapping open as her torso pushed outwards. 

Her boots bulged, pops sounding out as her toes started to grow, a black smog escaped out of her boots matching the black smog slipping out of her mouth, stinging her nose and her eyes.  
The outline of thick toes pressed into the fronts of her boots as the seams began to strain, becoming visible as they tore, releasing from the sole. Her toes slid out through the gap between the sole and the fabric forcibly parted by her lengthening feet. Velvet cried out as black stained white claws burst out of the tips of her toes. Whilst black fur grew out of her feet her ruined boots continued to tear around them.

Metal creaked as her vambraces started to strain against her forearms, the straps that held her spaulders tightly against her upper arms began to tighten further around her bulking upper arm. She slammed her beastly hands into the ground, creating cracks in the ground as pain shot through her forearms, her growing muscles resulting in her forearms becoming squeezed by her vambraces. The faint sound of her jacket sleeves tearing filled her ears closely followed by the snapping of the spaulder straps. The golden metal armour pieces clattered against the ground.

“Must...Keep...CONTROL!”

Velvet grunted and snarled, her mouth and nose pulling outwards, her nose crunching as it flattened into her face. Her nostrils stretched into two thin lines on her growing muzzle. Her forehead skin rupture as jagged bone grew outwards, extra prongs grew out of the lengthening bone. Her brown hair became partially tinted with black, the once thick strands becoming thinner as her hair was dying. A thick white bone plating forming around the top of her muzzle spreading around her eyes.

Velvet whimpered, darkness spreading across the whites of her eyes mirroring the growing hatred for humanity engulfing her mind. Her brown eyes started to glow as a red tint destroyed the brown.

“VELVET!”

The beast snarled at the tall figure coming into view, desperately looking around. The ground shook as the Grimm stormed towards him, lowering its head. Yatsu turned and raised his weapon, grunting as he held his ground as the creature headbutt the weapon, pushing all of its weight against it. The Grimm snarled, thrusting its front paws into the weapon, knocking Yatsu back.

“I haven’t got time for this!”

Yatsu readied himself to attack Grimm as it charged towards him again. His teeth gritted as his grip tightened around the hilt of Fulcrum when suddenly it slackened slightly, his eyes falling upon the golden vambraces and torn brown clothing clinging to the Grimm. He rolled out of the way, watching as the creature crashed into a nearby shop.

“Velvet?”

Yatsu just stared, the brown shorts, the gold belt belonged to Velvet but she was a Faunus not some creature of destruction. He stood up watching as the creature ready itself for another charge, rubbing dusting it’s fur as the shop crumbled. 

“I got it!”

Fox leapt towards the Grimm, drawing back his weapons.

“No Fox wait I think that’s…”

The creature screeched, swiping at Fox as he cut into its thighs with his blades.

“Fox stop!”

“Yatsu what are you playing at?”

Yatsu looked down at Coco and sighed.

“Look..this might sound strange but I think that Grimm is Velvet.”

Coco looked over to where Fox was dancing around the large creature, “A Jackalope….Yatsu this isn’t a..” she broke off, Yatsu wasn’t normally one for pranks. She studied his face carefully, it was rare to see a tear forming in his eye almost as rare as seeing Yatsu not jumping to the aid of a teammate. “He had to have a point,” she said.

She looked again, her face falling into sorrow as she spotted the torn clothes and vambraces.

“It can’t be.” 

“Any help would be nice…. today folks!”

“Fox pull back it’s Velvet.”

“Yeah, funny one Coco.”

“SHE’S SERIOUS NOW SHIFT IT!”

Coco flinched, it was everyday Yatsu raised his voice and she had to admit it was a little frightening more than his Semblance. The tears in his eyes warned Coco of Yatsu’s increasing emotional state, she knew he and Velvet were good partners but never before had Yatsu acted like this about Velvet, then again if what she was seeing was trying Velvet was a monster, a monster she had been trained to fight. 

“Just retreat Fox now.”

Fox parried with the Grimm blocking and slicing at the paws before jumping back. The Grimm snarled as it gave chase to the two Huntsmen and Huntress, retreating up the street. Yatsu holstered his weapon on his back and followed up the rear.

“So what’s the plan?”

“We can’t lead it back to Haven and we can’t keep running.”

Yatsu looked back, the Jackalope was struggling to gain, he felt a little twist in his stomach at the relief that the creature was so bulky and heavy though he thought Velvet would also be glad of this as he knew what she was like when she hurt those around or had that risk. Yatsu slowed, still looking back.

“Hold up,” he called, coming to a halt. 

The Grimm had stopped, snarling towards the trio. It’s nostril flared as it turned around and bounded towards the perimeter.

“What the hell just happened?” Fox asked.

“I don’t know,” Coco muttered, “But I intend on finding out.”


End file.
